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					INSTALLATION

 PERMANENT

  TRANSFER

   GUIDE




           INSTALLATION PERMANENT
           TRANSFER GUIDE    3/01/03
                              SPECIAL NOTICE




If you are a Homeowner electing to dispose of your home in connection with
your Permanent Transfer, you must initiate an appraisal request in
accordance with Section B-1 of the Permanent Transfer Guide no later than 3
days following your transfer notification.    Any delay in completing this
process may have an adverse impact on your notification interval and
decision to accept your transfer. Refer to Section K-4 for details.




                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
                   INSTALLATION PERMANENT TRANSFER GUIDE

                            GENERAL INFORMATION


The "Installation Permanent Transfer Guide" has been compiled from
Installation Contract CWA-23 dated March 1, 2003, supplementary agreements,
and forms pertaining to employee Permanent Transfers.      The contractual
provisions of CWA-23 and supplementary agreements supersede any general
conditions or statements contained in this Guide.

This handbook has been designed to guide you through each step of your
Permanent Transfer. It contains an informal guide to arranging your move
and preparing the documentation necessary to authorize the various expense
reimbursements and allowances to which you may be entitled. Helpful hints
and other useful material have been included to make the rather complicated
process of home purchasing and moving easier and more understandable.
Also, selected forms and prepared memorandums for reimbursement of expenses
and authorized allowances are included for your use. When completing these
forms, please follow the samples provided and print legibly in ink (typing
not required.)

Although the various sections of this handbook summarize Company policies
and practices on employee relocations, they do not supersede the
Installation Contract, which should be referred to for definitive
information and guidance. These Contract provisions are also included in
the handbook.

The   Company   will   make every   reasonable   effort   to   minimize any
inconveniences associated with your transfer.      Your Supervisor and the
Relocation Company Counselor will answer your questions concerning expense
reimbursements.      Please  use  their   services   fully   to   avoid any
misunderstanding or problems in connection with your transfer.




                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
                                    CONTENTS

               RELOCATION HANDBOOK FOR TRANSFERRED EMPLOYEES



                                                          INSTALLATION
                                                            CONTRACT
                                                           REFERENCE
              SUBJECT                           TAB        ARTICLE 13



TYPICAL MOVE SEQUENCE                            A

DISPOSING OF YOUR CURRENT RESIDENCE

HOMEOWNER - SELLING YOUR HOME                    B

     - Home Appraisal--------------------------- B1      5(d)(1)(i)

     - Option to sell to Relocation Company
       at appraised value ---------------------- B2      5(d)(1)(i)

     - Option to elect a Lump Sum Relocation
       payment---------------------------------- B2      5(e)

     - Option to sell home to Relocation
       Company based on a third-party offer ---- B3      5(d)(1)(i)

     - Tips on listing, pricing, and
       selling your home ----------------------- B4

     - Documents and other material
       required in sale of real estate --------- B5

RENTER - SETTLEMENT OF YOUR LEASE                C       5(d)(1)(iv)

MOBILE HOME OWNER - MOVING/SELLING               D      5(d)(1)(iii),
   (located on real property not owned                  5(c)(2)
   employee)

ADVANCE OF EQUITY                                E       5(d)(1)(vii)

TRAVEL AND LIVING EXPENSES                       F      5(a), 5(b)
                                                        5(c)(3)
   - En route expenses

   - Awaiting occupancy of new residence

   - Reimbursement procedures

   - Tax liability
   - Capital gains


                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
                                     2
                                                           INSTALLATION
                                                             CONTRACT
                                                            REFERENCE
                SUBJECT                          TAB        ARTICLE 13


HOUSEHOLD GOODS MOVE                              G      5(c)(1)

   - General information ----------------------- G1

   - Claims procedures ------------------------- G2

BUYING A HOME (Exploratory House-Hunting Trip)    H      5(d)(1)(v)

   - Pre-trip Planning ------------------------- H1

   - House-Hunting trip ------------------------ H2      5(d)(1)(v)

   - Financing --------------------------------- H3

   - Closing the Purchase ---------------------- H4      5(d)(1)(vi)

   - Reimbursement of Home Closing Costs ------- H5      5(d)(1)(vi)

ALLOWANCES                                        I

   - Relocation Allowance ---------------------- I1      5(c)(3)

   - Home Owner's Mortgage Allowance ----------- I2      Memorandum of
                                                         Understanding
REMINDER LIST                                     J

CONTRACT PROVISIONS                               K

   - Installation Contract Permanent
     Transfer Provisions ----------------------- K1

   - Memorandum of Understanding --------------- K2      Memorandum of
     Home Owner's Mortgage Allowance Plan                Understanding

   - Treatment of Certain Taxable Relocation --- K3      5(c)(3)

   - Employee Decision to Accept Permanent
     Transfer or Voluntary Termination of
     Employment -------------------------------- K4




                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                                 A

                               TYPICAL MOVE SEQUENCE


         APPLIES TO:

MOBILE-
 HOME                  HOME-                                             RELATES
OWNER     RENTER       OWNER               ACTION REQUIRED               TO TABS

 X           X           X     Notification of Permanent Transfer -        K4
                               per Article 13, Paragraph 2 (f)


                         X     Submit Home Appraisal Request - within
                               three days from date of notification -      B1
                               unless Employee elects lump sum
                               relocation payment per Article 13,
                               Paragraph 5(e)

             X                 Submit Lease Settlement Request              C


     X                         Option to Transport or Sell Mobile Home      D


     X       X           X     Household Goods Move                      G1/G2


     X       X           X     Plan Your House-Hunting Trip                 H1


     X       X           X     House-Hunting Trip - to buy or rent
                               new residence                             H2/H3


     X       X           X     Transfer, Travel Time and Living             F
                               Expense Allowances


     X       X           X     Equity Advance                               E


     X       X           X     Close New Home Purchase                      H4


                         X     Close Sale of Former Residence             B1/B4


     X       X           X     Move family and furnishings-                F/G1




                                                       INSTALLATION PERMANENT
                                                       TRANSFER GUIDE    3/01/03
                                    2
                                                                             A

      APPLIES TO:

MOBILE-
 HOME               HOME-                                            RELATES
OWNER     RENTER    OWNER               ACTION REQUIRED              TO TABS

  X          X        X     Relocation Allowance - apply for
                            after locating at new residence             I1


                      X     Homeowner's Mortgage Allowance -
                            apply for difference in interest
                            rates                                       I2




The sequence of events described above is typical and should not be
interpreted as an established timetable.   Your sequence of events may be
different depending upon individual circumstances.    You are expected to
complete your relocation as quickly as possible and in accordance with the
provisions of the Installation Contract.




                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                    B1

                                                           HOMEOWNERS


                                 HOME APPRAISAL

           "INSTALLER PERMANENT TRANSFER PROPERTY APPRAISAL REQUEST"


The Relocation Company will arrange to have your home appraised providing:

  -     The property is a 1- or 2-family home, town house, condominium unit,
        or a mobile home affixed to real property owned and occupied by you as
        your principal residence.

  -     You have good and marketable title to the property and the transfer of
        title is not subject to a third-party agreement.

  -     The property is not a seasonal residence and it was not purchased for
        speculative purposes or it is not used for commercial purposes
        including farming.


NOTE:    See Tab D for data on mobile homes.

You may request an appraisal by completing the appropriate form and faxing
it to the number on the form or mailing it to the address. Retain one copy
for your file.   A blank form is included under this tab.    Your work and
home telephone numbers, requested on this form, are most important since
the Relocation Company will have to contact you. You may list any other
telephone number on the form which may be helpful in contacting you.

You must request the home appraisal within three days from the date of your
permanent transfer notification. If you have any questions regarding this
process, you may call the Lucent Technologies Hotline - (203) 205-1578.

Lucent Technologies has assigned Cendant Mobility to handle your move.
Cendant Mobility will obtain the services of two qualified appraisers to
appraise your home.   The appraisers will perform a relocation appraisal.
No mortgage appraisals will be allowed in determining the value of your
home.   You will have to select the appraisers from a list approved by
Cendant Mobility.   Within a few days, the appraisers will call you to
establish a convenient time to appraise your home. Be sure to schedule the
appraisers at least two (2) hours apart so both will not be at your house
at the same time. The appraisals will be completed 10 to 15 business days
after the second appraiser finishes his appointment.

All appraisals are conservative in nature. You should be able to maximize
 your equity if you receive a third party sale. If you do receive a sale,

                             DO NOT SIGN ANYTHING!!!
You should call your Relocation Consultant immediately. If you do sign a
sale contract, you could seriously jeopardize your relocation benefits.

                                                       INSTALLATION PERMANENT
                                                       TRANSFER GUIDE    3/01/03
                                                               B1


                                    2.


Each appraiser will submit to Cendant Mobility an independently determined
appraisal, defined as:

     "The highest price that a well-informed buyer would be warranted in
     paying and a willing and equally well-informed seller justified in
     accepting for a property if placed on the market for a reasonable
     period of time which shall be the normal marketing time in the area in
     which the property is located with both parties acting free of
     compulsion or duress and with all rights and benefits inherent in or
     attributable to a property included in said value."

The two values will be averaged to determine the value of your property.
However, if the difference between the two appraisals exceeds 5 percent of
the greater appraisal, a third appraisal will be ordered and the average of
the three appraisals will then become the appraised value of your property.

Past experience indicates that values differ more and third appraisals are
required more frequently when properties are (1) located in an area having
very few or no recent comparable sales such as in an old, established
neighborhood or in a rural community or (2) where additions have altered
the floor plan to an unfunctional traffic flow and/or created the situation
where you have the largest home (overbuilt) in the neighborhood.

Ordinarily, it requires about 3 weeks from the time the appraisers have
visited your home to establish an "appraised value" (Company Offer) for
your property.   Simultaneous to the appraisals being performed, Cendant
Mobility will obtain inspections/tests (such as engineering, termite,
radon, etc.) where necessary or customary in the locality of your property.
You will be advised of the needed corrections, as a result of the
inspections/tests. Cendant Mobility will release the results of any such
inspections/tests to all listing brokers for the property and disclose all
material facts and defects concerning the property to all prospective and
actual buyers.

If the radon or pollutants level is not within certain benchmark levels, or
if there is pest infestation or significant structural or other defects,
Cendant Mobility will not make an offer to purchase until you have the
problem(s) eliminated (at your expense). Before your buyout offer can be
taken, all inspection issues and title issues have to be mitigated. This
cost is not covered by the relocation policy.




                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
                                                                B1


                                     3.



In cases of minor defects, an offer may be made and you may have the option
of having the repair cost deducted from your final equity payment, rather
than correcting the problem.

When appraisals and inspections have been completed on your property, you
will be advised verbally and then by letter from Cendant Mobility of the
appraised value established for your home. Should you have any questions
regarding the results of your appraisals/inspections, contact your
Relocation Consultant.   You may proceed with the options available under
the Installation Contract. See Tabs B2 and B3 of this section.

At the same time your home is being appraised/inspected, you should begin
assembling the documents and other information that will be needed later to
complete your real estate transaction, regardless of which option you
elect. A list of the material and documents you are likely to need can be
found under Tab B5 of this section.

NOTE: It is your responsibility to disclose information pertaining to your
      home and property.   Disclosure must be made to Cendant Mobility at
      the onset of the Home Sale process. If you fail to disclose or you
      disclose incomplete or false information and subsequent failures or
      defects in your property and/or title to your property are
      discovered, you will be responsible to make the corrections and bear
      the expenses for such corrections as well as any other expenses or
      damages resulting from your failure to disclose complete and accurate
      information.

See Tab K4 for conditions whereby the cost of an appraisal may become the
responsibility of the employee.

Reference:   Installation Contract, Article 13, Paragraph 5(d)(1).




                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                                                               B1
                INSTALLER PERMANENT TRANSFER PROPERTY APPRAISAL REQUEST

Date Issued __________________
Employees Name
                   First                     Middle                         Last
Property Address
                                             Street
__________________________________            ____________________________
            City                                    State                  Zip Code

                             Number of            Other Buildings
Lot Size ___________________ Families ___________ On Property
Home Telephone Number
Social Security Number
Effective Transfer Date


                      Releasing Org.                                Receiving Org.
Operations
Director
Organization
Number
Installer
Title
Location
Business Telephone
Number


Please Prepare a Separate List of the Personal Property That Will Remain With the Home and Provide it
to the Appraisers When Your Home is Inspected.



Is the House Occupied by You as Your Principal Residence?
Is Title Vested in You or You and Your Spouse?

I certify that the above information is correct and title is good and marketable to the best of my information and
belief.

Signed: _____________________________________ _________________________
         Employee                              Date

Approved: ___________________________________ __________________________
             Relocation Company Counselor       Date



DISTRIBUTION:
Fax Copy to: (203) 205-8552 or mail to:

CENDANT MOBILITY
40 Apple Ridge Road
Danbury, CT 06810

Attn: (Your Relocation Consultant’s Name)

                                                                            INSTALLATION PERMANENT
                                                                            TRANSFER GUIDE    3/01/03
                                                                      B2


              OPTION TO ELECT A LUMP SUM RELOCATION PAYMENT OR
                   TO SELL HOME TO THE RELOCATION COMPANY
                           AT THE APPRAISED VALUE


When you accept the Permanent      Transfer,   you   must   choose   one   of   two
relocation options as follows:

     -a lump sum payment of $21,000 per Article 13, Paragraph 5(e), or

     -relocation treatment per Article 13, Paragraphs 5(a) through 5(d).

You must select one of these options at the end of the 30th calendar day
following the date you were notified of Permanent Transfer.

When you select the lump sum payment option, and you have also requested an
appraisal* of your home (Tab B1) and a House hunting trip (Tab F), expenses
incurred for these items will be deducted from the $21,000 lump sum and you
will receive the remainder, less applicable taxes, when the following
conditions have been met:

     (1)   you sell your home at the originating location within nine (9)
           months of the effective date of the transfer and provide the
           Relocation Company with appropriate documentation to substantiate
           the sale of the home no later than 45 days after such sale, and

     (2)   you provide proof acceptable to the Relocation Company that the
           Employee and Employee’s spouse have sold their entire interest in
           the home, in an arms length transaction for at least a fair
           market value price, to a natural person other than a member of
           the Employee’s family (e.g., spouse, child, parent, in-laws or
           anyone with a family relationship recognized by law in the state
           where the transfer of property took place) and that the Employee
           and the Employee’s spouse have or will have no right, title or
           interest in the home after the sale has been completed, and

     (3)   you establish your permanent residence in the locale of the
           destination Base Location.

Payment of the lump sum shall be authorized via a memorandum to the
Relocation Company, per the form included under this tab.



*NOTE:     THE COST OF A RELOCATION COMPANY APPRAISAL MAY RANGE FROM $1000
           TO $3000 OR MORE.




                                                     INSTALLATION PERMANENT
                                                     TRANSFER GUIDE    3/01/03
                                                                      B2

                                    2.


In addition to the lump sum payment, you will also be eligible for travel
time and travel expense for the trip to the new Base Location per Article
13, Paragraphs 5(a) and 5(b).

If you select the relocation treatment per Article 13, Paragraphs 5(a)
through 5(d), you have the option to sell your home at the amount of the
appraised value to the Relocation Company retained by Lucent Technologies
to purchase the property of transferring employees.

You will have up to 90 days from the date of the offer letter to accept the
Relocation Company offer.    If you do not accept the offer within the
initial 90-day period, the offer will become null and void.

If you decide to sell your property to the Relocation Company at the
appraised value, you may not sell the property based on a third party offer
(See Tab B3) nor may you sell to a buyer other than the Relocation Company.

If you accept the corporate buyout offer based on Lucent’s policy, Cendant
Mobility will assume responsibility for the property on the later of (a)
receipt of the Contract of Sale or (b) the actual date you vacate the
property.   The Relocation Company will pay you up to 95 percent of your
proven equity as needed to purchase a new home after receipt of the signed
Contract of Sale. Do not date your Contract of Sale until you are ready to
mail it to Cendant Mobility.     The balance of your equity will be paid
within 3 weeks of the Relocation Company assuming responsibility for the
property.

Questions relating to the appraisal and     sale   of   your   home   should   be
directed to your Relocation Consultant.

All of the terms and conditions of the sale will be spelled out in the
Offer Letter and Contract of Sale sent to you by Cendant Mobility. The
following conditions will be of particular importance to you:

     Maintenance of Property

     You will be responsible for the property and all payments,
     assessments, and taxes, thereof, until the date you vacate and turn
     possession of your home over to the Relocation Company. If you vacate
     your home prior to reaching a decision on the appraised value offer,
     it is suggested that you arrange for the care of your property while
     it is unoccupied. This is most important since you are expected to
     deliver possession of your property in the same condition as when it
     was appraised.    You should also check to make certain that all
     fixtures and personal property included in the appraisal are left on
     the premises.




                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                  B2

                                       3.


     You must deliver possession "broom clean" with all your personal
     property, not included in the same, removed from the property. If the
     realty firm is required to remove leftover boxes, furniture, junk,
     etc., the cost of removal will be deducted from your equity.

     Showing the Property

     After accepting the corporate buyout offer to purchase your home and
     prior to vacating, you are expected to cooperate with Cendant Mobility
     Company or its agents by agreeing to show the property to prospective
     purchasers during reasonable hours.      If a prospective purchaser
     approaches you directly, ask him/her to contact Cendant Mobility or
     its agent.

     VA/GI Mortgage

     If you have a VA/GI mortgage, you may have your entitlement to a new
     VA/GI loan restored by requesting your Relocation Consultant to pay
     off your VA/GI mortgage when the Relocation Company takes possession
     of your property.


Reference:    Installation Contract, Article 13, Paragraphs 5(d)(1) and
              5(e).




                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
                                                                               B2
                                                                      Page 1 of 2
                           INSTALLER PERMANENT TRANSFER
                                 LUMP SUM PAYMENT
                          IN LIEU OF COMPANY RELOCATION

Relocation Company:

Re:     Lump Sum Payment Allowance

This is to authorize payment of a lump sum in lieu of Company Relocation as
a result of an Installer Permanent Transfer. The following data is
furnished for your information:


Transfer from: ______________________       to:____________________

Name: _______________________________

Organization No.:____________________

Social Security No.:_________________

Effective Transfer Date: ____________

Computation of this payment is based upon $21,000 less applicable
withholding taxes and less any costs the Company has incurred for home
appraisals and/or House hunting trips.

AMOUNT TO BE PAID (To be completed by Relocation Company Counselor)

        Lump Sum:                      $21,000

        Less:
        Appraisals:                  - _______

        House hunting trip:          - _______

Gross amount to be paid:               _______




NOTE:     Include as W2 wages and withhold taxes
          (Not to be grossed up.)




                                                      INSTALLATION PERMANENT
                                                      TRANSFER GUIDE    3/01/03
                                                                               B2
                                                                      Page 2 of 2


Mail check to:

Name: _____________________________________________________

Street address: ___________________________________________

I hereby certify that the Installer named herein has fulfilled all
requirements per Article 13, Paragraph 5(e) to be eligible for this
payment.


                      _______________________________   __________
                           Employee                     Date

                      _______________________________   __________
                           Immediate Supervisor         Date

       Approved: _______________________________        __________
                      Manager (SG C or above)           Date

                      _______________________________   __________
                      Relocation Company Counselor      Date




ORIGINAL TO:

Cendant Mobility
Fax: (203) 205-8552 or mail to:

CENDANT MOBILITY
40 Apple Ridge Road
Danbury, CT 06810

Attn: (Your Relocation Consultant’s Name)




                                                        INSTALLATION PERMANENT
                                                        TRANSFER GUIDE    3/01/03
                                                                         B3

               OPTION TO SELL HOME TO THE RELOCATION COMPANY
                        BASED ON A THIRD-PARTY OFFER

While you are considering the corporate buyout offer, you may want to place
your home on the open market with a local real estate broker to seek other
offers and try to obtain the highest possible price.

Prior to you entering into any written agreements with any Real Estate
Agent, you should call your Relocation Consultant.

Some points you must keep in mind when considering a listing with a real
estate broker are:

 -   An exclusive listing with a Realtor could prevent you from exercising
     your option to sell to the Relocation Company.    Therefore, for your
     protection, it is advisable to avoid this type of listing by including
     a provision that would permit your selling to the Relocation Company
     without payment of a broker's commission, penalty, or other fees. The
     following provision must be included in any listing agreement:

     "This listing agreement is subject to the following provisions:

     It is understood and agreed that regardless of whether or not an offer
     is presented by a ready, willing and able buyer:

       a. No commission or compensation shall be earned by, or be due and
          payable to, broker unless and until sale of the property has been
          consummated between owner and buyer, and deed delivered to the
          buyer and the purchase price delivered to the owner; and

       b. The owners* reserve the right to sell the property at any time to
          a Relocation Company designated by Lucent Technologies Inc. Upon
          execution by the Relocation Company designated by Lucent
          Technologies Inc and the owners of an agreement of sale with
          respect to the property, this Listing Agreement shall immediately
          terminate without obligation on owners' part or on the part of
          any named prospective purchaser to either pay a commission or to
          continue this listing.

 -   In considering a third-party offer, be sure to investigate costs to
     determine if they are covered under the Plan.     You should call the
     Relocation Company to discuss the offer, since your net return may be
     lower than the Relocation Company's offer.     Consider carefully any
     offers which may have contingencies that could prevent a closing. We
     suggest you attempt to schedule the closing to coincide with the move
     to your new home to avoid duplicate carrying costs and unnecessary
     expense for temporary lodging, meals, etc.



________
* "Owners" = you, the transferee



                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
                                                                  B3

                                         2.


  -   If you decide to vacate your home prior to acceptance of the sale by
      the Relocation Company, you should review the insurance coverage with
      your insurance agent. This is advisable since additional coverage may
      be necessary when the house is vacant or certain types of coverage may
      cease when the dwelling is vacant.

You have 90 days from the date of the offer letter to secure a third party
buyer. If you secure a third party offer:

DO NOT SIGN ANY PURCHASE CONTRACT OFFER YOU RECEIVE.

YOU MUST SEE TO IT THAT NEITHER YOU NOR ANY OWNER SIGNS ANY OFFER, BINDER,
SALES CONTRACT OR ANY OTHER SIMILAR AGREEMENT WHICH IS TO BE SIGNED BY THE
THIRD PARTY PURCHASER. OTHERWISE, YOU MAY NOT BE ABLE TO PROCEED WITH THE
SALE THROUGH THE RELOCATION COMPANY.

Furnish to the Relocation Company:

  1. The Third Party offer to purchase document.     The offer should be
     currently dated and signed by the Third Party, BUT NOT SIGNED BY YOU
     OR ANY OTHER OWNER;

  2. All existing supporting documents in your possession or control (e.g.,
     copies of the title insurance policy, deed, survey, mortgage
     statement, etc.);

  3. Any additional forms or documents which may be necessary or requested
     by the Relocation Company.

The Relocation Company will review the Third Party offer and supporting
documents to determine if acceptable. If the review is favorable and no
other adverse conditions are involved, the Relocation Company will instruct
you to:

  1. Change the Relocation Company offer to the Amended Value (being the
     Third Party's bona fide offer amount less any negotiated concessions
     of sale, including but not limited to repairs and improvements,
     discount points, second trust deeds and other costs caused by virtue
     of the terms of the Third Party bona fide offer).

  2. Insert in the appropriate place in the Contract of Sale, "Vacating
     Date" which shall be no more than ninety (90) days from your signing
     of the Contract of Sale with the Relocation Company, and must be on or
     very near the closing date with the Third Party buyer.

  3. Submit to the Relocation Company both copies of the executed Contract
     of Sale between you and the Relocation Company, together with any
     other documents reasonably requested and prepared by the Relocation
     Company.



                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                  B3

                                     3.


Following are some conditions of which you should be aware:

  -   Acceptance of an Amended Value Sale (Third Party Sale) by the
      Relocation Company is conditional on your (and any other owner) not
      having signed the Third Party offer, and not being in any way
      committed to sell the property to the Third Party buyer.

  -   Amending (Contract of Sale countersigned by Relocation Company) will
      not occur until the review process of the Third Party offer has been
      completed, i.e. attorney review, inspections, contingencies, and
      obtaining sufficient information on the buyer's qualification.

  -   Assumable loans are not eligible for the amended value home sale
      process.
  -   In cases of VA/FHA financing, the buyer must have obtained a
      satisfactory loan appraisal or received mortgage commitment before
      amending takes place.      The VA/FHA financing requires additional
      criteria for approval that is solely dependent upon the buyer's
      assets. If the buyer fails to qualify and you are still within the 90
      day Relocation Company offer period, you will have another chance to
      market your home (not to exceed the 90 day offer period).

  -   The Relocation Company must receive your properly executed Contract of
      Sale before executing the Third Party offer (Sales Agreement) and
      mailing a copy to the buyer so he/she can proceed with securing a
      loan.   If the Contract of Sale with the Relocation Company and all
      supporting documents are in order, the Relocation Company will sign it
      and return a copy to you.

  -   The Relocation Company will provide an attorney to close the sale with
      the Third Party buyer.

  -   If the sale fails to close after amending (Contract of Sale
      countersigned by the Relocation Company), you will not have another
      opportunity to market your property. Your property will be purchased
      at the Amended Value by the Relocation Company.

If the Amended Value Sale closes successfully,       the   following   selling
expenses will be paid by the Relocation Company:

      (a) A licensed broker's commission (at the prevailing rate in the
          locality of the property).

      (b) Legal fees incurred directly by the Relocation Company in
          connection with the closing, except when unusual fees are incurred
          to clear substantial title defects. The expense of such unusual
          fees will be paid by the employee.

      (c) Mortgage prepayment penalty.



                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                           B3

                                         4.


     (d) Disbursements for:

          (1)   Documentary stamps
          (2)   Real estate transfer tax
          (3)   Applicable title policy fees or abstract title fees
          (4)   Survey fee if chargeable to the seller by local
                practice.

Costs such as discount points which are considered to be a part of the
financing, private mortgage insurance, home warranty insurance, and costs
normally paid by the seller, as dictated by local practice, will be paid by
the Relocation Company, but will be deducted from your final equity
payment.

You must vacate your home no later than the "Vacating Date" which you
placed on your Contract of Sale with the Relocation Company.      This date
must be no more than 90 days from your signing of the Contract of Sale with
the Relocation Company. Your "Vacating Date" must be on or very near the
closing date with the Third Party buyer.     You are responsible for your
property until the later of the "Vacating Date" or amending (Contract of
Sale countersigned by the Relocation Company).

If you decide to vacate the property prior to amending, you may arrange to
have the Relocation Company pay all necessary monthly charges on your
property at your expense (to be deducted from your final equity). If this
arrangement is desired, you should contact the Relocation Company
Counselor.

If you decide to sell your home to a buyer other than to the Relocation
Company at the appraised value or to the Relocation Company based on a
sales agreement, your selling expenses may be reimbursed only on the
written approval of E-Band. Generally, consideration as to reimbursement
of expenses as specified in Article 13, Paragraph 5(d)(1)(ii), will be made
only on the determination that one of the above options cannot be used by
you. In no case will any reimbursement, if granted, be grossed up for tax
purposes.

You have a duty to disclose to your prospective and actual buyers any
material facts about your property that a normal, reasonable purchaser
would take into consideration in making a decision to buy. This disclosure
includes the results of all current inspections and tests performed on your
property in connection with your transfer. A "current inspection or test"
is one performed on or after the ninetieth day prior to your Effective
Transfer Date and includes but is not limited to termite, structural,
radon, other pollutants, etc.




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                                     5.


In order for you to receive reimbursement from the Relocation Company
Counselor for the expenses specified in Article 13, Paragraph 5(d)(1)(ii),
you must first certify to the Relocation Company Counselor in writing, via
the Disclosure Certification form, that you have made complete and accurate
disclosure to the buyer of your property.

The Disclosure Certification form is required whether or not you were
initiated   into  the   Home  Sale  process   before  selling   your  home
independently. Therefore, to support your request for reimbursement, you
must submit the original Disclosure Certification document which includes
the name of the purchaser(s) and a copy of the closing statement to your
Relocation Company Counselor (The Disclosure Certification form is located
at the end of this section.)

References:   Installation Contract, Article 13, Paragraph 5(d)(1)




                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
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                          DISCLOSURE CERTIFICATION




I, ___________________________, certify to my employer, Lucent,
        Name of Employee

Technologies Inc, that I have disclosed to:

____________________________________________________________________,
                      Name(s) of Purchaser(s)

the purchaser(s) of my property located at:

____________________________________________________________________,
                  Address: Street, City, State

complete and accurate material facts about my property, including the

results of all current inspections and tests performed on my property

on or after the ninetieth day prior to my Effective Transfer Date.

Such inspections and tests may include but are not limited to termite,

structural, radon, other pollutants, etc.




Employee:   _____________________________
              (Print Name)


            _____________________________
              (Signature)


Date:       _____________________________




                                                     INSTALLATION PERMANENT
                                                     TRANSFER GUIDE    3/01/03
                                                                 B4



               TIPS ON LISTING, PRICING, AND SELLING YOUR HOME


Listing Your Home

If you are not aware of a good reliable broker that can successfully market
your home, you should call your Marketing Assistance Counselor. You may
also want to consider the broker that is most active in your neighborhood.
A broker active in the neighborhood is more likely to be familiar with
values, competition, and potential purchasers than brokers doing most of
their business in another area of town. Brokers who are full time and are
members of the local Real Estate Board and Multiple Listing Service usually
produce the best results.

Do not simply agree to sell your home through the broker painting the
brightest picture.  Also, we caution you against advising the Realtor of
the Company's appraised value since it may work against you.     Let the
Realtor come up with an uninfluenced value based on current market
conditions. Ask yourself:

     1.   Has the Realtor presented an objective list of other homes that
          have sold, or are for sale?

     2.   Do the homes presented as comparable truly represent the area and
          compare with my home?

     3.   Has the Realtor overpriced the home in order to get the listing?
          Is the broker thinking that I will accept a substantially lower
          offer when presented or that I will be willing to lower the price
          to a more realistic value in a few weeks?

     4.   Has the Realtor presented a plan to sell my home?       Have they
          suggested improvements or changes that will enhance marketability?


Pricing Your Home

If you are placing your home "on the market," be certain it is on the
market. If you want your house only "listed-for-sale," overprice it. If
you want it SOLD, price it right.

Overpricing accomplishes nothing.  Most houses sell for only fair market
value. Those selling are usually offered within 5% of the eventual sale
price.    Overpricing reduces advertising response and resulting buyer
inspections.




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                                                   TRANSFER GUIDE    3/01/03
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                                    2.


Buyers are comparative shoppers as you will be when you purchase your next
home.    Condition, price, and other available property are the only
criteria. Normally, your home will sell only because it is better than its
competition.

Your present total investment or anticipated return on investment has no
effect on what the buyer is being offered elsewhere.

Your offering price should be high enough to encourage maximum offers, but
not so high as to discourage otherwise qualified buyers.

Selling Your Home

When selling your home, here are some tips that may help you set the right
atmosphere for the sale:

     Don't be afraid to paint exterior wood surfaces, downspouts, and
     gutters before putting the house on the market. This kind of expense
     is minimal in the long run and usually sets your house apart from the
     community.

     The same goes for exterior landscaping treatment such as tree-
     trimming, hedge-clipping, outlining flower beds, even adding some new
     patio stones.

     Obviously, the interior condition of the house is of prime importance
     since this is where the buyer will pay close attention to obvious
     details.

     It probably doesn't pay to redecorate the entire house.    If you've
     kept the house in livable shape and the rooms are attractively
     decorated, your own tastes should help to sell the house rather than
     detract from it. Obvious weak spots can often be avoided with a new
     rug in the hall or front room and a good overall cleaning.

     If the woodwork is in bad condition, the cost of a few coats of paint
     is a good investment. The same holds true for those long neglected
     basement stairs.   If you decide to repaint, keep in mind that soft
     colors such as off-whites or pastels have appeal to a greater number
     of potential buyers and will be more likely to enhance a sale than
     dark or contrasting colors.

     Be sure the furniture arrangement is neat and that carpets are clean.
     Books and bookshelves should be dusted and in neat array. Your home
     may be on sale, but right now, what's in it makes the sale.




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                                                 TRANSFER GUIDE    3/01/03
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                                   3.


It is not necessary to be home when potential buyers are touring the
house, but it is best to have one of the adult members present to
answer those questions that cannot be answered by your real estate
broker.   In all other matters it is best to let him/her handle the
details and to stay clear during the visit.

Storage areas, such as the pantry, laundry room, closets, and even
attics and crawl spaces should be neat.     Personal items should be
boxed, and clothing should be carefully aligned on hangers in bedroom
closets.

That long overdue cleanup in the kitchen cabinets is a must when your
home is on the block. Neatness here sets permanent impressions on the
would-be home buyer.

When showing your home, turning on all the lights will help present a
bright, cheerful appearance. It also shows potential buyers your home
has nothing to hide.

Details on price, financing, availability of the existing mortgage,
and items that "go with the house" should be worked out in advance
with your broker.   It is prudent to set down a list of these with
him/her so that each of you understands all that is involved.




                                            INSTALLATION PERMANENT
                                            TRANSFER GUIDE    3/01/03
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                   DOCUMENTS AND OTHER MATERIAL REQUIRED
                           IN SALE OF REAL ESTATE



 1.   Original deed(s).

 2.   Copy of survey.   (Obtain from mortgagee if necessary)

 3.   Title insurance policy, title abstract, or certificate of title.       (If
      issued to you when you purchased the property.)

 4.   Copy of mortgage(s) or of mortgage bond or notes(s).

 5.   Certificate of occupancy (if applicable to your area).

 6.   Current and last year's tax bill.
 7.   Assessment bills, if any.

 8.   Recently paid water bills.

 9.   Memorandum copy of fire insurance policy        and    premium   receipts.
      (Obtain from issuing agent if necessary.)

10.   Statement(s) from mortgagee(s) showing:
      Present unpaid balance $_________ Interest rate ______%
      Total amount of monthly payment $_________
      Payment breakdown: Principal $________ Interest $___________
      Escrow $_________        Date interest paid to ___________

11.   Mortgage payment schedule and/or passbook and receipts.

12.   Building improvement loan schedule and/or passbook and receipts.

13.   If 2-family building, copy of rented apartment lease.

14.   Current and last year's sewer tax bill.

15.   If marital status is divorced or separated, a certified copy of the
      final divorce decree or separation agreement may be requested by the
      Relocation Company.




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                                                    TRANSFER GUIDE    3/01/03
                                                                            C


                                 LEASE SETTLEMENT


                            "REQUEST FOR SETTLEMENT OF
                     TRANSFERRED EMPLOYEE'S LEASED PROPERTY"



       -     If you have a written lease, you may request the Relocation
             Company to settle it for you and also arrange for a refund of
             outstanding prepaid items such as rent and security deposit.
             Oral leases and leases involving the employee and person other
             than the spouse will not qualify.

       -     One copy of form, "Request for Settlement of Transferred
             Employee's Leased Property," along with a copy of your lease
             should be forwarded to your Relocation Company Counselor. You
             should retain a copy for your file.

       -     At the same time, you should notify your landlord by letter of
             the date that you intend to vacate your residence.   A copy of
             this letter should also be sent to the Relocation Company
             Counselor.

       -     You should keep in touch with the Relocation Company Counselor
             and advise him/her of any change in your vacating date, etc.

       -     A copy of the lease settlement form and a sample letter to the
             landlord are included for your guidance.

       -     You are eligible for reimbursement for incurred cost of unexpired
             board, rent and garage rent; paid for in advance and not
             recovered. This reimbursement will be handled by your Relocation
             Company Counselor.


Reference:     Installation   Contract.   Article   13,    Paragraphs   5(c)(2)   and
               5(d)(1)(iv).




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                                                          TRANSFER GUIDE    3/01/03
                                                                       C


                               SAMPLE NOTIFICATION
                                LETTER TO LANDLORD




MRS. JOYCE LIVENGOOD
124 Broadway
New York, New York


Dear Mrs. Livengood:


This is to notify you that I am being relocated and intend to move on May
28, 199-. If necessary, my Relocation Company Counselor will be in touch
with you regarding settlement of the lease.



                                      Very truly yours,




Copy to:
Relocation Company Counselor




                                                     INSTALLATION PERMANENT
                                                     TRANSFER GUIDE    3/01/03
                                                                                     C


               REQUEST FOR SETTLEMENT OF TRANSFERRED EMPLOYEE'S
                               LEASED PROPERTY


Employee's Name __________________________________ Date Issued
Transfer Date _____________________

                 Transfer From                          Transfer To

Organization
Location
Title
Telephone

                                    Property Address

Street __________________________ City __________________ County
State _______________ Zip Code _________ Home Telephone No.
If Property is Vacant, Forward Employee's Mail to:


                                    Lease Information

Name of Landlord or Rental Agent:
Address:
Telephone No.:
Period Covered by Lease: From ________________ To
Rent Paid up Through
Property Will be Vacated on:
Monthly Rent Rate: $_______________ Security Deposit: $
Rent Settlement Fee (If Known): $_______________ Other: $




Signed: _______________________________ Date:
        Employee



APPROVED: ____________________________ Date: ______________________________
          Relocation Company Counselor




                                                              INSTALLATION PERMANENT
                                                              TRANSFER GUIDE    3/01/03
                                                                       D


                      MOVING/SELLING YOUR MOBILE HOME
             (LOCATED ON REAL PROPERTY NOT OWNED BY EMPLOYEE)



If your principal residence is a mobile home (located on real property not
owned by you) you may have the option of (1) having the Relocation Company
ship it to the area of your new work location or (2) selling it privately
and being reimbursed for reasonable selling expenses.        (See Contract
Article 13, Paragraph 5(b)(2)(ii) for allowance applicable if you elect to
tow trailer to be used as your living quarters.)

Transporting Your Mobile Home

Normally, a mobile home will not be shipped by the Relocation Company if
its value is less than the estimated shipping costs. Therefore, you must
furnish the Relocation Company with an estimate of value for your mobile
home before transporting arrangements can be made. An estimated value can
usually be obtained from the "blue book" type of reference used in
determining the resale value of automobiles or from authorized mobile home
brokers.

Selling Your Mobile Home

If you wish to sell your mobile home privately and   receive reimbursement of
selling expenses, you should submit an estimate      of selling costs to the
Relocation Company Counselor for approval prior to   taking any action. Your
estimate will be reviewed and a determination made   as to your qualification
for reimbursement of expenses.




References: Installation Contract, Article 13, Paragraphs 5(d)(1)(iii) and
            5(b)(2)(ii).




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                                                     TRANSFER GUIDE    3/01/03
                                                                  E


                               EQUITY ADVANCE


Equity Advances may be obtained by relocated employees who are currently
homeowners to assist them in the purchase of homes at the new work
location.

Your equity is determined by subtracting your current mortgage balance and
assessments, liens, etc., from the appraised value of your property.

When an equity advance is required, contact your Relocation Company
Counselor.   The Counselor will use your Company offer amount or will
request a copy of a private sales contract (if applicable) to verify the
value of your home. You must also provide a statement showing your current
mortgage balance.   Equity advances must be repaid immediately after you
receive the proceeds from the sale of your former home, or within 6 months
from the date of the initial note, whichever comes first.

Equity advances may and should be withdrawn in intervals as funds are
required. The amount of the equity advance should be kept to the minimum
necessary to meet commitments on the new home and cannot exceed 95% of the
verified equity.    The initial withdrawal should not exceed the amount
required for the down payment. The balance should be withdrawn no earlier
than one week before the closing date on the new home.


Promissory Note - When you apply for an equity advance, you will be
required to sign a Promissory Note.




Reference:   Installation Contract, Article 13, Paragraph 5(d)(1)(vii)




                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                          F


            TRANSFER, TRAVEL TIME AND LIVING EXPENSE ALLOWANCES



Under the contract, you and your dependents are eligible for certain
transfer, travel and expense allowances in connection with your Permanent
Transfer to your new Base Location. Article 13, Paragraph 5(a) covers the
travel time allowances based on the mode of travel option selected.

Article 13, Paragraphs 5(b) and 5(c)(4)(i) cover travel expense allowances
en route to the new Base Location. Tab K1 contains a copy of Article 13,
Paragraph 5 which covers all permanent transfer allowances.

House Hunting Trip

Within the 30 day period prior to the effective date of your transfer, you
(and one (1) of the following individuals, who must reside with the
employee: husband, wife, son, daughter, mother, father, mother-in-law,
father-in–law, grandparent, grandchild, sister, brother or partner.)are
eligible to a house hunting trip of reasonable duration based on the needs
of the business. The duration and mode of travel should be discussed with
your Supervisor in advance to insure maximum effectiveness and success of
your trip.   Reimbursable allowances are covered in paragraph 5(d)(1)(v).
(See Tab K1.)

Expenses authorized usually include one round trip to the new Base Location
for you and your one (1) travel companion (as specified in Article 13
paragraph 5 (d) 1 (v)) to select a place to live, and include reasonable
local transportation expenses via public conveyance, rented or private car,
tolls, meal allowances, lodging and reasonable baby-sitting services.

See tab K4 for conditions whereby the expense of house hunting may become
the responsibility of the employee.

Locating Expenses

Usually, the movers will pack your household goods in one day and load the
van the following day. If the loading process is not completed until late
in the day, you may find it necessary to remain in the area overnight at a
motel before proceeding to your new Base Location. Should this be the case
you are eligible to the allowance specified in paragraph 5(c)(3)(i). (See
Tab K1.) You should receive the advance approval of your Supervisor if it
becomes necessary for you to vacate your living quarters prior to scheduled
date of departure.




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                                                  TRANSFER GUIDE    3/01/03
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                                     2.

Expenses Incurred While Awaiting Occupancy of New Residence

It may be necessary for you and your dependents to spend a few days in
temporary quarters at the new Base Location while awaiting occupancy of
your new residence. Usually, there is a 1- or 2-day time span between the
time you arrive and the time your household goods arrive and are unloaded
and unpacked.

This expense is covered by the per diem allowance specified in Article 13,
Paragraph 5(c)(3), beginning with the scheduled day of arrival and ending
with the day you move into your permanent quarters or 14 calendar days at
the new Base Location, whichever occurs first.

If your dependents do not accompany you on the scheduled transfer date but
travel to the new Base Location within 90 days of your arrival date, the
per diem allowances specified in Paragraph 5(c)(3) may be reimbursed
provided you have not located in your permanent quarters and to the extent
that you have not exceeded the maximum total of 14 calendar days
previously.   (See Paragraph 5(c)(4), Tab K1.)    Travel expenses in this
situation are outlined in Paragraph 5(c)(4)(i).

If you are an employee without dependents or if your dependents do not
accompany you on your transfer, you will receive the locating allowance
specified in Article 13, Paragraph 5(c)(3), only.

Cash Advances

Advances can be obtained if agreed upon between you and your Relocation
Company Counselor for anticipated expenses such as mileage, meal
allowances, lodging, toll fees, parking, etc.

Note:   Valid receipts must be provided for all reasonable expenses incurred
        which are not paid on an allowances basis (i.e., lodging, tolls,
        etc.).

Tax Liability (Gross-up)

Certain Relocation payments/reimbursements are considered taxable income by
the Internal Revenue Service and are therefore subject to withholding. In
order that your income not be affected by this, the Relocation Company
Counselor will take the proper steps to gross-up any applicable relocation
reimbursement amounts.

The Relocation Company will keep a record of your taxable relocation
expense.   Based on these records, the withholding tax liability covering
relocation expense reimbursements will be calculated and payments will be
made   to   the   appropriate  taxing  jurisdictions.     The   applicable
reimbursements will be "grossed up" at the end of the year and absorbed by
the Company.    There will be no additional cost to employees involved.
Please refer to Tab K3 for details.



                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                   F

                                      3.


Capital Gains

There are several states which require residents who realize a gain on the
sale of a home to pay capital gains or income tax on that gain (or accrued
gain on more than one home) when the resident leaves the state.        The
Company does not reimburse employees for such tax liabilities, nor does it
reimburse for federal capital gains tax liabilities.

Permanent Transfer Time Charging Codes

     Code 137   - Preparation Time
     Code 153   - Travel Time During Day Shift
     Code 156   - Locating Time and House hunting Trip




Reference:   Installation Contract, Article 13, Paragraphs 5(a),
             5(b), 5(c) and 5(d)(1)(v).




                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
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                      HOUSEHOLD GOODS MOVE INFORMATION



The Relocation Company shall authorize, arrange and pay the cost of
packing, shipping, unpacking and storage (incidental to shipping) of your
household goods, and shall arrange with the moving company and pay directly
for the following incidental services, if necessary:

(a)   Furnace and chimney cleaning.

(b)   Gas, electric, and water connections of a minor nature, including
      supplementary additions within the boundary of the dwelling to
      utilities already installed; such as, electric power, gas, or water
      supply to service home equipment or appliances.

(c)   Removal and reinstallation of home equipment (includes uncoupling at
      origin and reinstallation plus incidental servicing as required at
      destination, and applies to: gas or electric range, washing machine,
      dryer, freezer, refrigerator, television set, antenna (excluding
      satellite dish), or other home equipment.

(d)   Transportation and care (boarding) of household pets prior to moving
      into new permanent residence.

(e)   Realignment of television set and replacement of antenna. The cost of
      acquiring a comparable new antenna may be paid when removal of the old
      one is not feasible.

(f)   Storage of household goods shall be limited to 90 days.


The Relocation Company will make arrangements for the shipment of your
automobile if you are scheduled to travel via common carrier.       If you
notify the Relocation Company of your intention to use your automobile as a
means of transportation under the provisions of Paragraph 5(a)(2), the
shipment of a second car may be authorized.          In no event will an
automobile, boat, trailer, etc., be shipped unless its value appreciably
exceeds the cost of shipment. It is suggested that such items be disposed
of prior to transfer.    No items will be shipped that cannot fit into a
moving van with the exception of a mobile home that is used as your
principle residence.




                                                   INSTALLATION PERMANENT
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                                    2.


Carrier Survey

Your first contact with the moving company will be when a representative
calls for an appointment to survey the contents of your home.           The
representative will discuss various aspects of moving, and at this time you
should bring to his/her attention items requiring special packing and/or
handling.

The representative will reconfirm your requested packing, loading and
delivery dates with you. In the event these dates are uncertain, advise
the representative that you will contact him/her as soon as firm dates are
known.   Your Relocation Company Counselor should be notified of these
dates, as well as any changes that you might make with the moving company
representative.   You should also advise the Relocation Company Counselor
where you can be reached while awaiting the arrival of your goods.

Packing Day

Your next contact with the moving company will be on the day your goods are
scheduled to be packed, which normally takes one day.     When the packers
arrive at a prearranged time, it is advisable that those items requiring
special handling be again brought to the attention of the packers prior to
packing.   At this time, you or a member of your family, should also
identify to the packers those items that you wish to carry with you or
possibly use in temporary living quarters.

You may be paid for reasonable preparation time (Code 137) as authorized by
your Supervisor. You should discuss the need for this time off with your
Supervisor in advance.

The packing should be supervised by you or a member of your family.
Question the packers if you feel items are not being handled properly. If
you are not satisfied with certain aspects of the packing, notify the
moving company representative or the Relocation Company Counselor
immediately.

Be sure all rooms are checked before the packers leave to see that nothing
has been left unpacked. Items left unpacked will cause unnecessary delay
during loading.




                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
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                                    3.


Inventory

The moving company driver is responsible for supervising the loading of the
van on the day following packing. Initially, the furniture, appliances and
cartons are "inventoried" or numbered. (In some instances, the packers may
pre-inventory certain items.)      An inventory sheet is then prepared.
Numerically sequenced stickers, corresponding to numbers on the inventory
sheet, are placed on all items. The condition of each item is indicated on
the inventory sheet by code letters, e.g., "M" for marred, "R" for rubbed,
etc. You, or a member of your family, should challenge any statement which
incorrectly describes the condition of the goods and note all copies of the
sheet as to the nature of the discrepancy.          This point cannot be
overemphasized since you will be required to reinspect the condition of
your goods at your new residence.

Upon completion of the loading but prior to the van's departure, you or
your spouse will be required to sign a bill of lading and the inventory
sheets. You, or a member of your family, should remain at your residence
until everything has been loaded.

Review the bill of lading for correct destination address and the number of
containers packed. Do not sign for insurance coverage as all Company moves
are insured by the Company.    Ask your Relocation Company Counselor about
the amount of insurance that will be provided for your goods. If property
damage to your home or grounds occurs, note this on the bill of lading or
inventory sheets.

Origin Appliance Servicing

The servicing of appliances, electronic equipment, and other items will be
arranged by the moving company. This servicing will ordinarily be done on
the pack date.    The servicing company will be instructed to state the
operating condition of your equipment at this time.
As a reminder - arrange for utilities at the new residence and discontinue
utilities at your former residence.

The moving company will accept items such as televisions, stereos,
recording equipment, amateur radio equipment, and other similar items for
shipment.    However, the moving company will not accept liability for
internal damage to this equipment caused by moving, vibrations or other
normal handling required to move this type equipment. The moving company
will only accept liability for damage when there is visual external damage
caused by maltreatment and the condition of the item is noted at the time
of delivery.




                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
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                                    4.


Refrigerators and freezers require special attention. In order to prevent
mildew, it is recommended the unit be cleaned completely and shut off a
minimum of 24 hours prior to loading. The interior should be completely
dry before the doors are sealed to prevent odors from occurring.

Your certification form is required to indicate that services were
performed as authorized at both origin and destination. This may be done
by signing the service agency's work order at the time services are
accomplished.

Arrival At Destination

Upon arrival at your new location, contact your Moving Company Counselor.
Advise him/her where you can be reached for purposes of delivery
coordination and scheduling of destination appliance servicing. This may
be accomplished in your behalf by your Supervisor.

Delivery of Goods

Upon delivery of goods to your new residence, all items should be closely
inspected for damage and loss. The number and condition of items should
coincide with the inventory sheet prepared at origin.           Note all
discrepancies on the driver's, and your own, inventory sheets, such as
"missing," "broken," "scratched," etc., and have the moving company
representative sign your copy (see note).

Note:   In case of damage to household goods which are necessary for
        performing essential household functions, contact your moving
        company immediately.

If loss or damage does occur, refer to Section G2 for claim handling
procedures.


Immediately upon arrival at the new Base Location, you should contact your
supervisor concerning your locating plans. You are eligible for reasonable
locating time, as authorized in advance by your Supervisor, in connection
with your move into your new residence.

The moving company will set up furniture when delivering, and if requested
by you, the driver and helpers will unpack all carrier-furnished and packed
containers and dispose of the cartons. If you elect to fully or partially
unpack, arrangements can be made through the Moving Company for disposal of
packing material.    However, you may retain cartons you unpack if so
desired.




                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
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                                     5.


Unpacking does not include placing items in cabinets or on shelves.     The
moving company will only place items on tables or counter tops.

Upon completion of the unloading and required unpacking, you will be asked
by the driver to sign the bill of lading and inventory sheets to certify
receipt of services, including any unpacking. At this time, be sure all
exceptions as to any damage or loss to your goods have been noted.      If
certain services were not performed by the moving company, you should make
a specific notation in the appropriate column on the bill of lading and
request the driver to verify by signing accordingly.

It is recommended that you inspect the contents of all containers which the
moving company did not unpack within 48 hours and check for concealed
damage. If concealed damage is noted, contact the moving company
immediately.

Destination Appliance Servicing

Arrangements for servicing and reconnecting your appliances and other
equipment will be made by the moving company at a time convenient for you.
These services are scheduled within a reasonable period of time after your
arrival.




Reference:   Installation Contract, Article 13, Paragraph 5(c).




                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                  G2



                               CLAIMS PROCEDURES



It has been mentioned in the previous sections that there is a possibility
for you to incur loss or damage to some of your goods. If damage or loss
was apparent at delivery, it was stated that all copies of the inventory
sheets must be noted accordingly as to the nature of the loss or damage.

Another possibility, concealed damage, may occur. To prevent jeopardizing
settlement of claims of this type, it is recommended that the contents of
all cartons which were not unpacked by the mover be inspected by you within
48 hours after delivery.

Further exceptions noticed to your goods after delivery should be indicated
on your copy of the inventory sheets.     Do not discard the container or
packing material when concealed damage is discovered. If at all possible,
stop unpacking and set the carton aside for inspection by the moving
company representative.

In the event repairs are necessary, do not have any work done. Obtain a
repair estimate and include this with your claim. If the item damaged or
lost is necessary for normal household functions, contact the moving
company for advice.




                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                G2

                                   2.


                    HOUSEHOLD GOODS CLAIM PREPARATION



Please read the following in order to facilitate the settlement of any
possible household goods claim you may have: (Note: Any claim filed nine
(9) months after the date of delivery of the goods will be "Time Barred"
and not accepted by either the moving company or the Insurance Company).


    1.   Do not sign the mover's or warehouseman's inventory report
         sheet(s) until you have completely inspected your goods. Check
         to see that each and every carton has been delivered and that
         none of the cartons is damaged.    Should a carton appear to be
         damaged, inspect the contents for damage as soon as possible. If
         not signing the inventory sheet(s) should be a problem for you,
         the mover or warehouseman, sign the inventory but be sure to add
         "Subject to Inspection" on each page of the inventory report.

    2.   If a carton(s) is missing, attempt, as soon as possible, to
         establish the items that were packed in that carton(s) and the
         original cost of each item. Depending on the State jurisdiction
         in which delivery has been made, the mover's liability of ($1.25
         per pound for Interstate moves and Intrastate non-regulated moves
         or $.60 per pound for regulated Intrastate moves) may not apply
         and they may be liable for the entire value of the contents. See
         Attachment A for examples of how moving company liability will be
         determined.

    3.   If your automobile(s) is damaged due to the move, do not sign the
         inventory sheet(s) without noting the damage on the diagrams on
         the inventory form(s).   Again, if you cannot make an immediate
         inspection of the vehicles(s), sign the inventory sheet(s), and
         make the notation "Subject to Inspection" on each sheet.
    4.   If a loss occurs, you should contact the van that shipped your
         household goods right away.   The van line will assist you in
         completing the Claim form, filing it, or obtaining full
         settlement. After completing the form, send it to the mover with
         a cover letter. (See suggested letter, Attachment B.)




                                                 INSTALLATION PERMANENT
                                                 TRANSFER GUIDE    3/01/03
                                                                        G2
                                    3.

5.   When the mover has settled your claim and met his/her full
     liability, the balance of your claim must be filed with the
     Insurance Company. When submitting your claim to the Insurance
     Company the following documents must accompany the claim form(s):

     a.    A copy of the Bill of Lading.
     b.    Copies of the moving company inventory sheet(s).
     c.    Repair estimate(s) for items that can be repaired. (The cost
           of obtaining these estimates becomes a part of your claim and
           should be added on the last page).
     d.    Copies of original bills or sales slips for items that are
           damaged or missing, if available.
     e.    As evidence of the cost of cleaning soiled items or for
           replacing missing or items which cannot be repaired, the
           following will be acceptable:

           i. An estimate on a store letter head.
          ii. A picture with a price of the item from a newspaper
              advertisement or store catalog.
        iii. A receipt for the purchase of the replacement item.
         iv. A receipt for the cleaning of the soiled items.
          v. Copies of an appraisal(s), if the appraisal was obtained
              prior to shipment.
     f.    A copy of the settlement statement from the mover indicating
           which items have been repaired and the amount paid as their
           liability on the other items.

6.   Send the Statement of Claim form(s) with the attachments to:


                 Chubb Group of Insurance Companies
                 Lucent Technologies Claims Coordinator
                 12 Vreeland Road
                 P.O. Box 975
                 Florham Park, NJ   07932-0975
                 Telephone (973) 360-6000 or 1-800-233-8785
                 Fax        (973) 360-6050
7.   Any difficulties regarding settlement of your claim with the
     Insurance Company should be discussed with:

                 J & H Marsh & McLennan
                 1225 17th Street
                 Suite 2000
                 Denver, Colorado   80202

                 Contact:   Sherry Baker    1-800-544-3654

     Marsh & McLennan will act on behalf of the employee in settling
     the claim with the Insurance Company.




                                                 INSTALLATION PERMANENT
                                                 TRANSFER GUIDE    3/01/03
                                                                                G2
                                                                      Attachment A


The moving company liability is the actual loss or damage not to exceed
($1.25 per pound for Interstate moves and Intrastate non-regulated moves or
$.60 per pound for Intrastate regulated moves) per article.        When an
article is packed with other articles, the determining factor for weight
purposes is the gross weight of the container.      In absence of specific
evidence to the contrary, the following containers shall be deemed to have
the following weights:

               Containers                              Weight per Container
                                                            (in pounds)

Drums, Dish-Pack............................................60

Cartons:        Less than 3 Cu. Ft...............................25

     3     -    Less than 4 1/2 Cu. Ft...........................30
     4 1/2 Less than 6 Cu. Ft...............................35

     6          Less than 6 1/2 Cu. Ft...........................45

6 1/2 Cu. Ft. and Over......................................50

Wardrobe Carton.............................................50

Mattress or Box Spring Carton (Not Exceeding 39” x 80”)         55

Mattress or Box Spring Carton (Not Exceeding 54” x 75”).....60

Mattress or Box Spring Carton (Exceeding 54” x 75”)-Queen...80

                                                        -King...100

Crib Mattress Carton........................................22


NOTE 1:    Cartons containing books or phonograph records will be deemed
           to weigh 50 pounds.
NOTE 2:    Cartons containing lamp shades will be deemed to weigh 10
           pounds.
NOTE 3:    Items not identified on the inventory as to contents will be
           settled for the heaviest weight on the schedule for the
           container.
NOTE 4:    The moving company has settlement authority on all claims up
           to $2,500. For claims above $2,500, the moving company shall
           assist the Lucent employee in providing documentation to the
           Insurance Company.




                                                       INSTALLATION PERMANENT
                                                       TRANSFER GUIDE    3/01/03
                                                                 G2
                                                       Attachment B

                  SUGGESTED CLAIM LETTER TO MOVING COMPANY




(Address to the Claims Office of the Moving Company)




Re:   Household Goods Move
      Notification of Claim
      Bill of Lading #______

Gentlemen:
On (Date) the (Storage or Moving Co.), your agents, forwarded my household
effects from (town & state) to (town & state).

During shipment the indicated articles were lost or damaged.

In view of your liability of ($1.25 per pound per article for Interstate
moves and Intrastate non-regulated moves or $.60 per pound per article for
Intrastate regulated moves) on this shipment, I am requesting that an
inspection be made of the damage. Please have your representative contact
me directly for a mutually agreeable date and time.    My phone number is
____________.

Any settlement must be accompanied by a written explanation and directed to
me at my home address.

                                    Sincerely,


                                    (Employee name and address)


cc:   Chubb Group of Insurance Companies
      Lucent Technologies Claims Coordinator
      12 Vreeland Road
      P.O. Box 975
      Florham Park, NJ   07932-0975
      (With a copy of claim)




                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                    H1


                      PLANNING OF HOUSE-HUNTING TRIP


Within 30 days prior to the date you are scheduled to report to work at the
new base Location, you (and one (1) of the following individuals, who must
reside with the employee: husband, wife, son, daughter, mother, father,
mother-in-law, father-in–law, grandparent, grandchild, sister, brother or
partner.) are eligible for a trip to seek a new residence. See TAB F and
TAB K1, paragraph 5(d)(1)(v) for travel, lodging and meal allowances.

The following should be accomplished beforehand to assure that your trip is
successful:

     Contact Relocation Company Counselor for Assistance

     The Relocation Consultant will assist you with finding a Real Estate
     Agent that may be able to furnish you with information on the new area
     as well as furnish you with maps, Chamber of Commerce publications,
     and other items of interest. The Relocation Consultant will also be
     able to refer you to reliable attorneys in the area.

     You should keep the Relocation Consultant and your Supervisor informed
     of your progress and notify him or her of any change in the approved
     schedule authorized for this trip.


     Update Credit Information

     The mortgage lender will require an up-to-date history of your
     financial status before approving your mortgage loan and releasing
     funds.    Loan approvals and home closings are frequently delayed
     because of the time it takes to acquire an accurate credit report.
     Untimely delays can be avoided by requesting the credit bureau in your
     current area to update your credit file and forward it to the credit
     bureau serving your new area.

     A credit report basically shows the individual's record of payment on
     various indebtedness. The report reflects if bills are paid, paid
     early or late, too little, and so forth. You have the right to see
     your file and question or rebut its contents if you have a reason to
     believe there may be incorrect or ambiguous information in your file.




                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
                                                                    H1

                                  2.



How Much House Can You Afford?

Obviously, the first consideration when you are planning the purchase
of a home is how much can you afford. This is a very individual and
personal area - salary, personal living habits, budgeting, family aid,
and family size are some of the factors influencing how much you can
spend on housing. In your planning, consideration should be given to
your new salary, spouse's income or loss of it, current and future
obligations, cost of living index in new area, current equity and
savings, future tax obligations (state, federal, real and personal),
as well as your monthly mortgage payment.

Home mortgage lenders usually consider the borrower's income, assets,
and liabilities in determining the amount of money they will loan.
However, because loan practices vary from lender to lender and from
area to area, you should consult with area lenders or with your
Realtor to determine local practices and rates of interest.

Lenders have several ways to calculate loan limits. One is the adage
that the price of the home should not exceed two-and-a-half times your
annual income. A more common method is that the sum of your monthly
mortgage payment, taxes, and home insurance should not exceed one-
fourth of your monthly income.    Again, area lenders or your Realtor
should be able to help you determine the size of the loan for which
you may qualify.

You can calculate the principal and interest on any size mortgage by
using the “Monthly Mortgage Payments per $1,000 Borrowed” table in
Exhibit 1 of this Tab:

1.   Select the appropriate interest rate and term of loan and
     follow to cost per thousand;
2.   Multiply the cost per thousand times the number of thousands
     required. This will give you the monthly payment for
     principal and interest;

3.   Add the monthly cost for taxes and insurance to complete the
     total monthly payment.




                                             INSTALLATION PERMANENT
                                             TRANSFER GUIDE    3/01/03
                                                                       H1

                                                                 Exhibit 1

            Monthly Mortgage Payments per $1000 Borrowed
   (Principal and interest only; taxes and insurance not included)


                                Mortgage Term in Years
Interest Rate             15           20        25        30
      6.00%              8.44         7.17      6.45      6.00
      6.25%              8.58         7.31      6.60      6.15
      6.50%              8.72         7.46      6.76      6.33
      6.75%              8.85         7.61      6.91      6.49
      7.00%              8.99         7.76      7.07      6.65
      7.25%              9.13         7.91      7.23      6.83
      7.50%              9.28         8.06      7.39      6.99
      7.75%              9.42         8.21      7.56      7.17
      8.00%              9.58         8.37      7.72      7.34
      8.25%              9.71         8.53      7.89      7.52
      8.50%              9.85         8.68      8.06      7.69
      8.75%             10.00         8.84      8.23      7.87
      9.00%             10.15         9.00      8.40      8.05
      9.25%             10.30         9.16      8.57      8.23
      9.50%             10.45         9.33      8.74      8.41
      9.75%             10.60         9.49      8.92      8.60
     10.00%             10.75         9.66      9.09      8.78
     10.25%             10.90         9.82      9.27      8.97
     10.50%             11.06         9.99      9.45      9.15
     10.75%             11.21        10.16      9.63      9.34
     11.00%             11.37        10.33      9.81      9.53
     11.25%             11.53        10.50      9.99      9.72
     11.50%             11.69        10.67     10.17      9.91
     11.75%             11.85        10.84     10.35     10.10
     12.00%             12.01        11.02     10.54     10.29
     12.25%             12.17        11.19     10.72     10.48
     12.50%             12.33        11.37     10.91     10.67
     12.75%             12.49        11.54     11.10     10.87
     13.00%             12.66        11.72     11.28     11.07
     13.25%             12.82        11.90     11.47     11.26
     13.50%             12.98        12.08     11.66     11.45
     13.75%             13.15        12.26     11.85     11.65
     14.00%             13.32        12.44     12.04     11.85
     14.25%             13.49        12.62     12.23     12.05
     14.50%             13.66        12.80     12.43     12.25
     14.75%             13.83        12.99     12.62     12.44
     15.00%             14.00        13.17     12.81     12.64
     15.25%             14.17        13.36     13.01     12.85
     15.50%             14.34        13.54     13.20     13.05
     15.75%             14.52        13.73     13.40     13.25
     16.00%             14.69        13.92     13.59     13.45




                                               INSTALLATION PERMANENT
                                               TRANSFER GUIDE    3/01/03
                                                                      H2

                          ACTUAL HOUSE-HUNTING TRIP




Selecting a Community

When looking for a place to live, you should first make a decision on a
location in the Base Location city or nearby community which is within
reasonable commuting distance of Job Locations to which you normally will
be assigned. This factor is one of the criteria which will be considered
by the Company in authorizing payment of your relocation expenses.      You
should discuss your plans with your Relocation Consultant, your Real Estate
agent, or your Supervisor at the new Base Location for advice and counsel
in this regard before making a final decision or commitment on a home.

Here is a checklist of factors to be considered in selecting a community:

     -   Proximity to job locations in and around the new Base Location;

     -   Distance to local schools, shops, churches, and community
         facilities;

     -   Community Character - Is it neat and well-maintained, prosperous
         appearing, or run-down?

     -   Energy - Is it available?   What does it cost?

     -   Availability of utilities and services, such as water, sewers,
         garbage collection and fire hydrants. Find out what taxes will
         be.

There are many other criteria that will occur to you based on your tastes,
economic situation and lifestyle. The important thing is to plan carefully
in your selection of a community before looking at houses to buy.

Selecting a Home

What you desire in a home is a matter of personal preference.         However,
some of the most important things to consider are:

     -   Style - Will your family be comfortable?

     -   Floor Plan - Does the home have a good traffic flow?

     -   Size - Will your furniture fit?   Does it have unneeded space?

     -   How is the quality of construction?




                                                      INSTALLATION PERMANENT
                                                      TRANSFER GUIDE    3/01/03
                                                                                             H3

                              FINANCING YOUR HOME



Commercial banks, savings and loans, mutual savings banks, mortgage companies (brokers),
credit unions, and life insurance companies are the primary home mortgage sources. The
most common types of mortgages are:

FHA

A mortgage loan insured against loss by the Federal Housing Administration. An insurance
premium is charged to the borrower at a preestablished percent per annum and is generally
referred to as a "Safety Fund." This insurance premium percent is in addition to the interest
rate.

VA/GI

A mortgage loan available to qualified veterans with partial guaranty by the Veterans
Administration.

Conventional

A mortgage loan made directly to the borrower without government insurance or guaranty.

Fixed Rate Mortgage

A mortgage with a fixed rate of interest for the entire period of the loan, and monthly payments
which do not vary (except for changes in tax and insurance escrow’s.)

Wraparound Mortgage (WAM)

A "wraparound mortgage" uses a second mortgage to "wrap" the existing first into one
package. Usually, the seller provides the buyer with all the necessary financing. The seller
may grant the loan below current interest rates but by continuing to be able to make payments
on the underlying first mortgage at its lower rate, is able to take advantage of the interest
differential to increase the return.

Graduated Payment Mortgage (GPM)

A mortgage where monthly payments start out lower than on a fixed rate mortgage of the
same amount. Payments increase annually for the first 5, 7 or 10 years and then remain the
same until the mortgage is paid off. Although the rate of interest is usually a point or two
higher than the market rate, it remains constant during the life of the mortgage. Since less
income is needed to make initial payments, the borrower can qualify for a larger loan based on
income.




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                                                             TRANSFER GUIDE    3/01/03
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                                             2.


Adjustable Rate Mortgage (ARM)

An Adjustable Rate Mortgage is a long term mortgage which allows the lender to periodically
adjust the interest rate of the loan based on a predetermined cost of money, (i.e., the index
published by the Federal Home Loan Bank Board.) Monthly payments vary upward or
downward depending upon the interest rate. In some cases, the homeowner has the option to
keep monthly payments the same and lengthen or shorten the loan term to offset the changes.

Specific terms and requirements of these and other types of loans vary widely, depending on
local customs and practices and other factors. Some of the variables you should inquire about
include:

Discount Points

FHA and VA as well as some conventional mortgages are subject to a ceiling on or have a
fixed rate of interest. Usually the fixed rates are below rates established by the market. In
order to attract investors, mortgage discount points are charged to make up the difference
between the market and fixed rate of interest. One point equals one percent of the mortgage
amount.

(Discount points are not reimbursable by the Company since they are considered part of the
financing.)

Private Mortgage Insurance

A mortgage on which a third party insures the lender against loss of principal. Conventional
mortgage lenders ordinarily require the loan to be insured when the loan value exceeds a
predetermined percentage of the home's value, usually 80%. The main purpose of this
insurance is to supply additional security to the financial institution.

(Private Mortgage Insurance, commonly referred to as PMI and MGIC, is not reimbursable by
the Company.)

Closed Mortgage

Includes a penalty for paying off early.

Open Mortgage

Pay-off any time without penalty.

Open-End Mortgage

Lender may reloan to borrower, at any time up to the original amount of the mortgage.




                                                            INSTALLATION PERMANENT
                                                            TRANSFER GUIDE    3/01/03
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                                                3.


Mortgage Transfer Clause

Right to sell home subject to mortgage or loan assumption.


Applying for a Home Loan

When you apply for a mortgage loan, the lender will want to know a good deal about you
before making a commitment. The lender will want to know something about your job, how
much money you earn, and how long you have been working.

You will also be asked to furnish data on your net worth. This represents the balance between
what you own and what you owe. You will need to list your bank account, savings and
checking along with other assets such as securities and personal properties. Against these
you must enter your indebtedness and the monthly payments you are required to make. A
"Net Worth Statement" is included under this Tab for your use. Complete the statement and
take it with you when you go to apply for a loan.

The lender will also require an inspection and appraisal of the property before he/she will
make a loan commitment. Although you will have to pay the fee, the lender will select the
appraiser. Before getting your letter of commitment, which is your ticket to final settlement, the
lender will want one more thing - a survey. This is needed to make sure that there are no
encroachments that would make the property hard to sell in the event of a foreclosure.

Normally, the lender will require you to pay for the credit report, appraisal, and sometimes the
survey at the time you apply for the loan.

Obtaining an Attorney

When you have found the desired house and before signing any binder, you may wish to
retain an attorney. The local Realtor will probably be able to recommend a reliable attorney.
You should check the provisions of your Lucent Legal Plan for possible assistance with the
closing on your new home.

The attorney will examine your binder and make any necessary changes before you sign it.
Arrangements should be made between you and the attorney with reference to contract, title,
insurance, etc., and to have the attorney present at your closing. If you cannot make contact
with your selected attorney prior to signing a binder, add the following clause to the document:
"Signature contingent upon buyer's attorney's review in accordance with (your state) law."




                                                               INSTALLATION PERMANENT
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                                                                                                 H3
                                                                                            Exhibit 1

                                  NET WORTH STATEMENT

ASSETS OWNED                            ACCOUNTS OR NOTES PAYABLE

LIST BANK ACCOUNTS:            To Whom:
____________________ $_________ _________________________ $
____________________ $_________ _________________________ $
____________________ $_________ _________________________ $


SECURITIES

Readily Marketable     $_________                  INSTALLMENT PAYMENTS
                                    To Whom:                    Mo. Pymt.         Balance Due
Not Readily Marketable $                                      $                   $
  (SSP & ESOP)         $                                      $                   $
                       $                                      $                   $

ACCOUNTS OR NOTES RECEIVABLE

_________________________________________________________ $
_________________________________________________________ $



                                               MORTGAGES
LIFE INSURANCE CARRIED*            Mortgagee/
         $ _______________         Address     Mo. Pymt. Balance Due
                                ______________ $                 $
Cash Value $__________          ______________ $                 $

REAL ESTATE OWNED

       Location & Present Value                 OTHER DEBTS:

____________________ $_________                                    $
____________________ $_________                                    $
____________________ $_________                                    $

Automobiles            $

Household Personal     $
Property

Total Assets          $                                   Total Liabilities   $

                                                          Net Worth           $




* Include insurance even though it does not have "cash value"

                                                                  INSTALLATION PERMANENT
                                                                  TRANSFER GUIDE    3/01/03
                                                                          H4

                            CLOSING THE PURCHASE



The "closing" of the purchase is when the title of the property is conveyed
to you. It is the time to see that all the conditions and promises of the
contract are fulfilled.    It is also the time when the balance of the
purchase price is paid and when you usually gain possession of the home.
Since this is the time you will be required to pay for the costs involved
in taking title, again, it is advisable that you ascertain in advance the
approximate amount of money you will be required to pay at closing.

To prevent duplicate carrying costs, the date of closing on the new home
purchase should coincide with the date of sale on your current home. The
closing should also be as close as possible to your effective transfer date
to prevent family separations and disruptions.

Just prior to the time set for closing the purchase, preferably on the same
day, stop by the property to make sure it is in the same condition it was
when you agreed to buy it. It is also a good time to make sure the seller
has not taken anything that he/she had previously agreed to let go with the
sale, such as the refrigerator, washer and dryer, etc.     If you find the
seller has not lived up to the provisions of the contract, sufficient funds
to correct the problem should be withheld at closing.

The transaction of purchase must be completed within 6 months following the
date of your transfer.




Reference:   Installation Contract, Article 13, Paragraph 5(d)(1)(vi).




                                                   INSTALLATION PERMANENT
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                                                                             H5


                          REIMBURSEMENT OF CLOSING COSTS
                             ON THE PURCHASE OF A HOME



If you purchase a home, you will be eligible to reimbursement of the
incurred expenses listed below, for an amount not to exceed $750, or 2% of
the purchase price, whichever is greater, in taking title on the purchase
of a house, provided such house is to be used as your principal residence,
the house is either a 1- or 2- family dwelling and is not to be used for
commercial purposes. Such expenses shall be substantiated by invoices or a
copy of the closing statement.

        Legal Fees

        Title Insurance Fees

        Bank Service Fees (including fees such as mortgage origination
         fees, etc., but excluding discount "points" howsoever designated,
         and charges for private mortgage insurance.)

        Mortgage Tax

        Mortgage Approval and/or Credit Rating Fees

        Real Estate Transfer Cost

        Recording Fees

        Survey Expenses (if required)

        Appraisal Fees (charged by lender)

        Inspection Fees (plumbing, electrical system, etc. required by
         lender)
You must make definite arrangements to buy within 6 months from your
effective date of transfer.

Although most costs are reimbursable, some items such as discount points,
private mortgage insurance, and mortgage finder fees are not and other
items such as appraisal and inspection fees are only reimbursable if they
are required by the lender. You are expected to make every effort to keep
closing costs to a minimum. Your Relocation Consultant will handle the
reimbursement of your eligible closing costs.




Reference:      Installation Contract Article 13, Paragraph 5(d)(1)(vi).




                                                     INSTALLATION PERMANENT
                                                     TRANSFER GUIDE    3/01/03
                                                                     I1

                            RELOCATION ALLOWANCE



To cover miscellaneous expenses related to your move, you will receive a
single allowance of $650.00 or three percent (3%) of your Annual Base Pay*
as of the effective date of transfer, whichever is greater, less applicable
withholding taxes.

You should notify your supervisor as soon as you have moved into your new
residence at the new Base Location so that prompt arrangements can be made
for the payment of this allowance.

Payment shall be authorized by a memorandum from your Supervisor to the
Relocation Company (letter enclosed under this Tab).



Reference:   Installation Contract, Article 13, Paragraph 5(c)(3).



*Annual Base Pay Computation:
 2088 x employee's applicable hourly rate in effect for the Base Location
 from which transferred on the effective date of transfer.




In addition, you should review Article 12, Paragraph 4 of your Contract
regarding wage treatment on transfers between Work Locations with different
Wage Schedules. If you are transferring to a Base Location where a higher
Wage Schedule is applicable, your wage rate will be adjusted to the higher
rate effective as of the beginning of the Workweek following the date of
arrival at the location to which transferred.

If transferring to a Base Location where a lower Wage Schedule is
applicable, the lower rate will be effective as of the beginning of the
fourteenth (14) Workweek following the date of arrival, in accordance with
the provisions found in this paragraph.




                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                               I1

                                     2.


                             EXAMPLES OF TYPICAL
                        RELOCATION ALLOWANCE PAYMENTS




               Base Pay                         $22,000
               Rate                               x .03
               Gross Allowance                  $660.00
               Fed W/H (28%)                    -184.80
               State W/H (7%)                   - 46.20

                  Net Allowance                  $429.00



Note:   If your annual salary is less than $21,667 you will receive the
        minimum gross allowance of $650.



               Base Pay                          $23,400
               Rate                                x .03
               Gross Allowance                   $702.00
               Fed W/H (28%)                     -196.56
               State W/H (7%)                    - 49.14

                  Net Allowance                  $456.30



Note:   Federal taxes will always be withheld at a rate of 28 percent.
        State and city taxes, if applicable, will be withheld at the rate
        set for your area.




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                                      3.


                             RELOCATION ALLOWANCE




Relocation Company Counselor:

Re:   Relocation Allowance

This is to authorize payment of a Relocation Allowance as a result of an
Installer permanent transfer.    The following is furnished for your
information:

From ______________________________   To

Name:
Organization No.:
Social Security Number:
Effective Transfer Date:

Computation Based on 3 percent of annual base pay, subject to a minimum of
$650.00.

                                Gross amount: $

Mail Check to:

Name:
Street Address:
City/State/Zip




                                ___________________________   ___________
                                Immediate Supervisor          Date


NOTE:   Annual Base Pay Computation -
        2088 x employee's applicable hourly rate in effect for the Base
        Location from which transferred on the effective date of transfer.


Reference:   Installation Contract, Article 13, Paragraph 5(c)(3).




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                       HOMEOWNER'S MORTGAGE ALLOWANCE



If your new mortgage is at a higher interest rate than the one on your
present home, the Company will give you a cash allowance to help cushion
the difference for a period of 3 years, providing:

     .   you must have owned and sold a home at the original location

     .   you made arrangements to purchase at the new location within 6
         months of your effective transfer date

     .   the home at the original location and the home at the new location
         both qualify under Article 13, Paragraph 5(d).

The amount of this allowance will be equal to either your mortgage balance
on your old residence or the mortgage on your new home; whichever is lower,
multiplied by the actual increase in the interest rates for 3 years,
payable in a lump sum, less applicable withholding taxes. The Company will
not "gross-up" this allowance.

The basic interest rate for both the old and new residence must be used in
computing the allowance. The basic rate must be substantiated by official
documents.   The annual percentage rate (APR) reflected on Gov't Form l8
TIL, "Truth in Lending," is not acceptable.       The APR shown on this
statement expresses the total finance charge which may include certain
credit costs over and above interest on the loan.

The   "safety  fund"  insurance  premium  charged  on  Federal  Housing
Administration (FHA) mortgage loans is considered as part of the basic
interest rate.

When more than one mortgage exists on either the former or the new home,
the effective interest rate will be computed by dividing the total interest
amount by the total mortgage amount (weighted average).       If secondary
financing is present, it must be documented that the proceeds were invested
in the property.

Payment is authorized by a memorandum to the Relocation Company using the
form letter enclosed under this tab.


Reference:   Installation Contract Memorandum of Understanding
             -Homeowner’s Mortgage Allowance, dated May 28, 1989.
             See Tab K2




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                                     EXAMPLE

                         HOMEOWNER'S MORTGAGE ALLOWANCE



Relocation Company Counselor:

Re:   Homeowner's Mortgage Allowance


Please make payment of the Homeowner's Mortgage Allowance per the
information furnished as follows:

                  Employee: W. E. Smith
                  Organization No.: 31GC00000
                  Social Security No.: 123-45-6789
                  Effective Date of Transfer: June 1, 200 _


GROSS AMOUNT OF ALLOWANCE:    $6,000.00

Computation of Allowance

Mortgage Balance
on Former Home
or Mortgage
Balance on New         Mortgage Interest         Three-
Home (Whichever)       Rate Differential         Year      Gross
is Lowest)       X     Old 8-3/4%; New 12-3/4% X Period = Allowance

   $50,000         X        4.0%               X      3     = $6,000.00


Copies of documentation from the lending institutions verifying the "old"
and "new" mortgage interest rates and the "old" and "new" mortgage balances
at time of sale are attached.

Please send the check for the proceeds to:


                       Some address
                       Some town, state




      Approval:
                       Relocation Company Counselor                 Date




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                          HOMEOWNER'S MORTGAGE ALLOWANCE


Relocation Company Counselor:

Re:   Homeowner's Mortgage Allowance


Please make payment of the Homeowner's Mortgage Allowance per the
information furnished as follows:

                Employee:
                Organization No.:
                Social Security No.:
                Effective Date of Transfer:


GROSS AMOUNT OF ALLOWANCE:

Computation of Allowance

Mortgage Balance
on Former Home
or Mortgage
Balance on New       Mortgage Interest           Three-
Home (Whichever)     Rate Differential           Year            Gross
is Lowest)       X   Old          New        X   Period      =   Allowance



Copies of documentation from the lending institutions verifying the "old"
and "new" mortgage interest rates and the "old" and "new" mortgage balances
at time of sale are attached.

Please send the check for the proceeds to:

                        __________________________
                        __________________________




           Approvals:      _______________________________   _________
                           Relocation Company Counselor         Date




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                                   REMINDER LIST



There are a great many details to take care of when you move.             The
following "memory jogger" may keep you from overlooking some of them:

      1.   Notify your landlord.

      2.   Cancel your newspaper deliveries.

      3.   Contact the local telephone company.

      4.   Contact the gas and electric company (final bill, turn off gas,
           electric, etc.)

      5.   Contact the furnace oil supply company.

      6.   Notify your home delivery food suppliers.

      7.   Notify your cleaning and laundry company.

      8.   Send change of address to post office.

      9.   Send change of address to publishers of periodicals to which you
           subscribe.

     10.   Make arrangements with your bank and/or stockbroker.

     11.   Take action on your charge accounts.

     12.   You may have to get permission from your creditors to take to
           another state appliances or cars on which you make installment
           payments.

     13.   Notify any organizations to which you belong, as well as friends,
           neighbors and relatives.

     14.   Notify your tenants (if you own income producing property).

     15.   Notify federal and state tax authorities of change of address if
           you are awaiting a refund check.

     16.   Make proper arrangements for withdrawal of your children from
           school.   Know the admission requirements of school at new work
           location.

     17.   Notify insurance companies (life, medical, house, car) and obtain
           fire insurance coverage if house is to remain vacant.




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                                 2.


18.   Consult an attorney at your new location regarding your will,
      legal documents, trust funds, etc.     These may be affected by
      different state laws where you are going.

19.   If you have credit cards (gasoline, Diner's Club, etc.) have
      address changed.

20.   Return any public library books you may have checked out.

21.   Return any   items   borrowed   from   your    friends,    neighbors   or
      relatives.

22.   Retrieve any items you may have loaned to friends, neighbors or
      relatives.

23.   Contact the water department for turning off water.

24.   Notify the local police if       your   house     will    be   unoccupied
      subsequent to your departure.

25.   It would be wise to select a neighbor who you could contact or
      who could contact you if necessary. Give the neighbor a key in
      case he/she has to get into your house.

26.   Store your porch or patio furniture where it will be safe from
      wind, rain or theft.

27.   Before you leave, make sure all house and garage windows and
      doors are locked, the water is turned off and all electrical
      appliances other than sump pumps are turned off.

28.   Be sure you have your driver's license, automobile registration
      and other forms of identification you may need on your trip.




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5   Permanent Transfer

    (a)   Travel Time

          (1)   Time scheduled by the Company for travel via common carrier
                by the shortest practical route between the Work Locations
                to and from which the Employee is transferred shall be paid
                for during the day tour schedule in effect at the Job
                Location   from  which   transferred   and,  when   sleeping
                accommodations are not provided, between 11:00 P.M. and 7:00
                A.M., except when the provisions of Paragraph 5(a)(2) apply.

          (2)   If an Employee notifies the Company of his or her intention
                to use his or her automobile as a means of transportation to
                the destination Base Location, the Company shall schedule
                day and hour of departure and shall pay travel time incurred
                in such use over the route agreed upon by the Employee and
                Supervisor at the time of Transfer during the day tour
                schedule in effect at the Job Location from which the
                Employee is transferred.

    (b)   Travel Expense

          (1)   When the provisions of Paragraph 5(a)(1) apply, an allowance
                shall be paid for the Employee and each dependent who
                accompanies him or her, for the following items to the
                extent applicable in traveling within the time scheduled for
                such travel:

                (i)   Common carrier fare by the shortest practical route
                      between the Work Locations to and from which the
                      Employee is transferred.

                (ii) Meals en route (including tip); $5.00 for breakfast,
                     $6.00 for luncheon, $10.00 for dinner.

                (iii)Lower berth in first class sleeping car (or equivalent
                     accommodations in lieu thereof) and a $2.00 porter tip
                     per night when overnight travel is scheduled.

                (iv) Lodging en route when a stopover is required by the
                     common carrier schedule as incurred.

          (2)   When the provisions of Paragraph 5(a)(2) apply, an allowance
                shall be paid to the Employee for the following items to the
                extent applicable:

                (i)   Mileage for the route agreed upon by the Employee and
                      Supervisor at the time of Transfer at $.36 per mile.




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                                  2.

            (ii) Additional mileage at $.13 per mile when an Employee
                 tows an automobile trailer to be used for his or her
                 living accommodations at the destination Base Location.

            (iii)Towing charges en route as approved in advance,
                 when an Employee is unable to tow his or her
                 trailer.

            (iv) Parking or garaging en route as incurred.

            (v)   Meals en route (including tip): $5.00 for breakfast,
                  $6.00 for luncheon, $10.00 for dinner.

            (vi) Lodging en   route    when   a   stopover   is   required   as
                 incurred.

            A like allowance shall be paid for each                 dependent
            accompanying the Employee with respect to items
            5(b)(2)(v), 5(b)(2)(vi) and Paragraph 2(s).

(c)   Locating Expenses

      (1)   The Company shall authorize, arrange and pay the cost of
            packing, shipping, unpacking and storage (incidental to
            shipping) of the Employee's household goods, and shall
            arrange with the moving company and pay directly for the
            following incidental services, if necessary:

            (i)   Furnace and chimney cleaning.

            (ii) Gas, electric, and water connections of a minor nature,
                 including supplementary additions within the boundary
                 of the dwelling to utilities already installed; such
                 as, electric power, gas, or water supply to service
                 home equipment or appliances.

            (iii)Removal and reinstallation of home equipment (includes
                 uncoupling at origin and reinstallation plus incidental
                 servicing as required at destination, and applies to:
                 gas or electric range, washing machine, dryer, freezer,
                 refrigerator, television set, antenna, or other home
                 equipment).

            (iv) Transportation and care (boarding) of household pets
                 prior to moving into new permanent residence.

            (v)   Realignment of television set and replacement of
                  antenna. The cost of acquiring a comparable new antenna
                  may be paid when removal of the old one is not
                  feasible.


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                            3.


      (vi) Storage of household goods limited to 90 days.

(2)   The Employee shall be reimbursed for the incurred cost of
      unexpired board, rent and garage rent, paid for in advance
      and not recovered.

(3)   An Employee who is Permanently Transferred shall be paid a
      per diem allowance of $20.00 for self and each dependent ten
      (10) or more years of age and $15.00 for each dependent
      under ten (10) years. Such allowance shall be paid for each
      day, starting with the scheduled day of arrival at the Base
      Location (but not before the day of actual arrival) and
      ending with the day of moving into permanent quarters or the
      fourteenth calendar day at that Base Location, whichever
      occurs first.    To cover all other locating expenses, a
      single allowance of $650.00 or three percent (3%) of the
      Employee's Annual Standard Rate as of the effective date of
      transfer, whichever is the greater shall be paid to such
      Employee.

      (i)   When it is agreed that it is necessary, because of
            the transfer, for an Employee to vacate his or her
            living quarters at the starting point prior to
            Employee's scheduled departure, payment of a per
            diem allowance in the amount specified in
            Paragraph 5(c)(3) shall be made for a period not
            to exceed three (3) days.

(4)   An Employee whose dependents do not accompany him or her,
      but who advises the Company that they will travel to his or
      her new Base Location within ninety (90) calendar days
      following his or her arrival on a Permanent Transfer, shall
      be paid a per diem allowance, in the amount specified in
      Paragraph 5(c)(3). Such allowance shall be paid for a total
      of no more than fourteen (14) calendar days, including days
      on which it is paid for the Employee, and days on which it
      is paid for the Employee and dependents when they arrive at
      the new location, except that such allowance shall not be
      paid for any day after the Employee moves into permanent
      quarters, or after the ninetieth (90th) calendar day
      following his or her arrival, whichever occurs first.

      (i)   An Employee described in Paragraph 5(c)(4) shall
            also be paid an allowance for each dependent who
            travels to the new Base Location, to the extent
            applicable, as provided in Paragraph 5(b)(1) or
            5(b)(2), except that in the event Paragraph
            5(b)(2) applies, the Employee may also be paid




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                                    4.


                  such allowance for one (1) round trip from his or
                  her new Base Location for the purpose of using his
                  or her automobile as a means of transportation for
                  the Employee's dependents to his or her new Base
                  Location.

(d)   Expense in Connection with Disposal and Purchase of Home

      (1)   An Employee who is notified of a Permanent Transfer shall be
            eligible to reimbursement for additional expenses as
            follows:

            (i)   The Employee shall have the option to dispose of
                  his or her home (one or two-family house,
                  townhouse, condominium unit or a mobile home
                  affixed to the Employee's real property used as
                  his principle residence) in accordance with
                  Paragraph 5(d)(1)(i)(A) or 5(d)(1)(i)(B) and
                  Paragraph 5(d)(1)(ii) below provided: The home is
                  the Employee's principle residence owned and
                  occupied by the Employee at the time of Permanent
                  Transfer, the Employee possesses a good and
                  marketable title, it is not used for commercial
                  purposes, the house shall not have been rented
                  after the Employee has been notified of Permanent
                  Transfer, the home shall not include adjoining
                  property (land and improvements) that exceeds
                  twenty-five percent (25%) of the total value of
                  the main property plus the adjoining property and
                  the home complies with applicable laws, rules, and
                  regulations relating to construction and
                  occupancy.

                  (A)   An Employee may make an irrevocable election
                        to sell his or her principal residence to the
                        Realty Company designated by the Company at
                        the Realty Company's appraised value based on
                        the following requirements:

                             (1)   The Realty    Corporation's offer must be
                                   accepted     within   ninety   (90)   days
                                   following    the date of the appraisal
                                   letter and   such offer shall be final.

                             (2)   The house must not have been given to
                                   another Realty Company with an exclusive
                                   listing.

                             (3)   The   total   amount    of  liens and
                                   encumbrances on the property must not
                                   exceed the appraised value.

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                        5.


                 (4)   The transfer of title or use of      the
                       property must not be subject to      the
                       approval of a third party.

     (B)   An Employee who receives a bona fide written
           offer higher than the Realty Company
           appraisal (net cash return greater than the
           appraisal value per Paragraph 5(d)(1)(i)(A))
           from a third party for the purchase of his or
           her home may elect to sell to said Realty
           Company who will close the sale of the
           property to the third party. Such election
           and sale shall be in accordance with
           requirements established by the Company which
           shall be provided to the Employee prior to
           the sale.

(ii) An Employee may, with advance Company approval,
     sell his or her home directly to a buyer other
     than the Realty Company (the options in Paragraph
     5(d)(1)(i)(A) or 5(d)(1)(ii)(B) will not be used)
     and be reimbursed for the applicable expenses
     listed in subparagraphs (a) through (g) below.
     Such expenses shall not be grossed-up for tax
     purposes.

           (A)   Licensed broker's selling commission.
           (B)   Mortgage prepayment penalty.
           (C)   Legal fees, except unusual fees to clear
                 substantial title defects.
           (D)   Disbursements for documentary stamps.
           (E)   Applicable real estate transfer taxes.
           (F)   Applicable title fees and survey, if
                 chargeable to seller.
           (G)   Inspection Fees (where required by state
                 law)

(iii)Employees owning mobile homes located on real
     property not owned by the Employee as their
     principle place of residence may have the option
     of (a) having the Company ship it to the new Work
     Location at the Company's expense provided the
     value of the mobile home exceeds the estimated
     cost of shipment or (b) with advance Company
     approval, sell it privately and be reimbursed for
     approved selling expenses.

(iv) Employees who rent their principal residence from
     others shall have their leases settled by the
     Company, except that oral leases will not qualify.


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                       6.

(v)   Within thirty (30) days prior to the date the
      Employee is scheduled to report to work at his or
      her new Base Location, the Company will, upon
      request and subject to the needs of the business,
      authorize the Employee to make one visit of
      reasonable duration to the new Base Location for
      the purpose of searching for a residence. A
      married Employee shall be authorized to have his
      or her spouse accompany him or her. In this
      connection, the Company will reimburse the
      Employee for the following items to the extent
      applicable for himself or herself and his or her
      spouse:

           (A)   Lodging at the new Base Location during the
                 period of the visit as incurred.

           (B)   Meals (including tip) for the period of the
                 visit:   $5.00  for   breakfast, $6.00  for
                 luncheon, $10.00 for dinner.

           (C)   Mileage for the round trip at $.36 per mile.

           (D)   Reasonable expense for the care of children
                 and pets during the period of the visit.

(vi) An Employee who elects to purchase a home will be
     eligible to reimbursement of the incurred expenses
     listed in sub- paragraph (A) through (J) below,
     for amount not to exceed $750, or 2% of the
     purchase price, whichever is greater, in taking
     title (closing costs) on the purchase of a house
     provided such house is to be used as the
     Employee's principal residence, the house is
     either a one- or two- family dwelling and is not
     to be used for commercial purposes. The
     transaction of purchase shall be completed within
     six (6) months following the date of the
     Employee's Transfer. Such expenses shall be
     substantiated by invoices or a copy of the closing
     statements:

           (A)   Legal Fees
           (B)   Title Insurance Fees
           (C)   Bank Service Fees (including fees
                 such as mortgage origination fees
                 and the like but excluding discount
                 "points" in any form and charges for
                 mortgage insurance such as M.G.I.C.)
           (D)   Mortgage Taxes


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                      7.

          (E)   Mortgage Approval and/or Credit
                Rating Fees
          (F)   Real Estate Transfer Costs
          (G)   Recording Fees
          (H)   Survey Expenses (if required)
          (I)   Appraisal Fees (charged by lender)
          (J)   Inspection Fees (plumbing, electrical
                system, etc. required by lender)

(vii)An Employee who elects to purchase a house at the
     new Base Location shall be eligible to Advance of
     Equity from the Company necessary to assist the
     Employee in the purchase of a home at the
     Destination Base Location subject to the following
     terms and conditions:

          (A)   Advances of Equity may not exceed the amount
                of Employee's net equity in a currently owned
                home specified in Paragraph 5(d)(1)(i) based
                upon appraised value determined by the
                Company or a Contract of Sale. Advance of
                Equity   will   not  apply   to   cooperative
                apartments.

          (B)   All   advances   will   be   evidenced   by   a
                promissory note.

          (C)   The amount of equity advance shall be drawn
                only as necessary to meet the commitment on
                the purchase of a new home.      The initial
                amount shall not exceed the amount required
                for down payment.   The necessary balance of
                such an advance shall be withdrawn no earlier
                than one week before the closing on the new
                home.

          (D)   Initial Advance of Equity and all subsequent
                advances are made without interest and must
                be repaid: 1) immediately but no more than
                seven (7) calendar days following receipt of
                the net proceeds from the sale of the
                Employee's home, or 2) six (6) months from
                the date of the initial promissory note, or
                3) on demand, in the event employment is
                terminated for any reason, or 4) if there is
                default or




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                                 8.

                           inappropriate use of funds, whichever
                           occurs first. Partial payments received
                           by an Employee from a buyer within the
                           six (6) month period shall be remitted
                           immediately to the Company.

(e)   An Employee who is notified of a Permanent Transfer, accepts the
      transfer, disposes of a home which qualifies under Paragraph
      5(d)(1)(i), may elect to receive, in lieu of any monies or
      services to which otherwise eligible under Paragraphs 5(c), 5(d)
      and their subparagraphs, a lump sum payment of $21,000, less
      applicable taxes, provided the Employee:

      (1)   sells his or her home at the originating location within
            nine (9) months of the effective date of the transfer and
            provides the Company with appropriate documentation to
            substantiate the sale of the home no later than 45 days
            after such sale; and

      (2)   provides proof acceptable to the Company that the Employee
            and Employee’s spouse have sold their entire interest in the
            home, in an arms length transaction for at least a fair
            market value price, to a natural person other than a member
            of the Employee’s family (e.g., spouse, child, parent, in-
            laws or anyone with a family relationship recognized by law
            in the state where the transfer of property took place) and
            that the Employee and the Employee’s spouse have or will
            have no right, title or interest in the home after the sale
            has been completed; and

      (3)   establishes his or her permanent residence in the locale of
            the destination Base Location.

      Such $21,000 will be paid once all conditions specified above
      have been met.




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                           MEMORANDUM OF UNDERSTANDING


This will confirm our understanding of May 31, 1998 concerning the
treatment accorded Employees selected by the Company for Permanent
Transfers.

Home Owner's Mortgage Allowance Plan

 1.   The Company, in recognition of the current high mortgage interest
      rates, has established the Home Owner's Mortgage Allowance Plan as a
      temporary supplement which will be made available to Employees
      permanently transferred by the Company on the following basis:

      a.   Eligibility - All of the following conditions must be met for an
           employee to be eligible for the Home Owner's Mortgage Allowance:

           1.   Employee's Permanent Transfer shall be initiated by the
                Company under the provisions of Article 13, Paragraphs 2(f)
                and 5.

           2.   Employee shall own a home at the original location and must
                sell such property. The Employee must also purchase a home at
                the new location. Both such homes must meet the requirements
                specified in Article 13, Paragraph 5(d).

           3.   Employee shall be eligible to this Allowance only once.

           4.   The interest rate on the Employee's mortgage for the new home
                must be greater than the rate on the mortgage for the former
                home.

      b.   Computation and Payment of Allowance - Employees who meet the
           eligibility requirements prescribed in Paragraph 1(a) above will
           be paid an allowance derived by multiplying the mortgage balance
           on the Employee's former home or the mortgage on the new home,
           whichever is lower, by the difference between the old and new
           interest rates for a three (3) year period subject to the
           following:

           1.   In computing the allowance, the mortgage interest rate
                differential is based on the basic rate for both the old and
                new mortgage.

           2.   The Employee shall provide the Company with the necessary
                documentation from the mortgage lending Institutions verifying
                the old and new mortgage balances.

           3.   Payment will be made to the Employee in a lump sum.     The
                payment is taxable income and subject to withholding by the
                Company.   No tax loan will be made to Employees on this
                payment.




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                                                2.


  2.         Treatment of Certain Taxable Relocation Expenses

       a.   Certain payments made to or on behalf of Employees to cover
            Permanent Transfer expenses incurred in connection with such
            transfers are considered additional compensation by the Internal
            Revenue Service and are subject to Federal Income Tax and Social
            Security Taxes. The Company is required to withhold taxes on some
            expenses in their entirety.     In addition, certain states and
            localities which impose Income Taxes and provide for withholding
            from an Employee's pay also require withholding for taxes on this
            type of payment. The Company will take the necessary steps to pay
            directly to the appropriate authorities the withholding tax
            liability    covering   certain    Permanent   Transfer    expense
            reimbursements and payments. The applicable tax payments made on
            behalf of such Employees shall be determined by the Company.

This Agreement shall be effective as of May 31, 1998 and shall continue in
effect until terminated by thirty (30) days written notice from either
party to the other.

AGREED:
            FOR THE UNION                            FOR THE COMPANY

            By: /s/ R. G. Richhart                   By: /s/ J. W. Roth
            Bargaining Chairman                      Workforce Relations Manager
                                                     Installation

            APPROVED:

            By: /s/ J. E. Irvine
            Vice President,
            Communications Workers of America




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              TREATMENT OF CERTAIN TAXABLE RELOCATION EXPENSES


Payments made to or on behalf of an employee to cover relocation expenses
incurred in connection with permanent transfers from one job location to
another are considered additional compensation by the Internal Revenue
Service and, therefore, subject to Federal Income and Social Security and
Medicare Taxes. The Company is required to withhold taxes, as indicated in
Attachment I, on allowances and reimbursed moving expenses that an employee
cannot deduct on his/her income tax return. Certain states and localities
which impose income taxes and provide for withholding from an employee's
pay also require withholding for taxes on this type of payment.

The Company has taken the necessary steps to pay directly to the
appropriate authorities the withholding tax liability covering relocation
expenses reimbursements and payments, where applicable, at no additional
cost to employees involved. These       reimbursements and payments will
continue to be "grossed-up" at the end of the year and absorbed by the
Company at no cost to you. It is important to remember that the "gross-up"
procedure which determines the final amount of tax liability and the
"gross-up" is based solely on your income.

No "gross-up" payments are made on The Relocation Allowance and Home
Owners' Mortgage Allowance, F.I.C.A. Tax and reimbursements per Article 13,
Paragraphs 5(d)(1)(ii) and 5(e).

Attachment I describes in detail the procedure to be followed:

Any questions you may have should be directed to your supervisor and the
Relocation Company.




Reference:   Installation Contract, Memorandum of Understanding-
             Homeowner’s Mortgage Allowance, dated May 28, 1989




                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
                                                                           K3
                                                                 Attachment I


            PROCEDURES RELATING TO TAXABLE RELOCATION EXPENSES


The following procedures with respect to relocation expenses remain
effective.

     1.   It is most important that expenses in connection with other
          Company business not be included in reimbursement requests to the
          Relocation Company. When relocation expenses are processed for
          accounting purposes, they will be reported as income to the
          employee.   Accordingly, the Company will be required to report
          such expense reimbursements to the Internal Revenue Service and
          to remit thereto amounts equivalent to the applicable withholding
          for Federal Income Taxes.

     2.   Certain bills for relocation expenses, principally those for
          moving employees' goods and personal effects, are usually
          addressed to and paid by the Relocation Company.         In some
          instances these bills include taxable relocation expense items,
          such as furnace and chimney cleaning; electric and water
          connections of a minor nature, etc.     In these instances, the
          Relocation Company will take the necessary steps to insure proper
          handling regarding tax withholding.

     3.   The Relocation Allowance which is paid to employees as specified
          in the Installation Contract, to cover miscellaneous relocation
          expenses, is considered taxable income and no "gross-up" will be
          made by the Company.     Accordingly, the above routines do not
          apply to this Allowance.

     4.   The Homeowners' Mortgage Allowance is paid in accordance with the
          provisions of Memorandum of Understanding dated May 28, 1989.
          The allowance is considered taxable income and not subject to
          "gross-up" procedures. The above routines will not apply to this
          item, which has been established on a temporary basis.

     5.   The Company has elected to use the Federal supplemental tax rate
          of 28% to be applied to taxable income for items reimbursed or
          payment made on behalf of the employee.     The Internal Revenue
          Service allows the Company to use this rate. It is important to
          note that withholding will be made when appropriate for Social
          Security taxes (F.I.C.A.), but such withholding will not be
          offset by equivalent "gross-up" payments. However, in nearly all
          cases this would represent merely an acceleration of the required
          F.I.C.A. tax withholding.




                                                  INSTALLATION PERMANENT
                                                  TRANSFER GUIDE    3/01/03
                                                                    K3
                                                          Attachment I

                                    2.


6.   In order that an employee's income may not be reduced currently
     by the amount of withholding for income tax applicable to taxable
     relocation expenses, provision has been made for the Company to
     "gross-up" applicable reimbursements and payments.

7.   Except for the Relocation Allowance, and the Homeowners' Mortgage
     Allowance, the employee's regular salary checks and pay
     statements will not reflect any amounts of taxable relocation
     reimbursed expenses which are to be treated as wages for payroll
     tax withholding or the related amounts of Federal, State or local
     income tax designated for withholding.      However, when it is
     necessary to withhold F.I.C.A. taxes, the amount of applicable
     expenses may be included in the Cumulative Earnings figure on the
     employee's pay statement. All expenses reimbursed on behalf of
     an employee as well as tax withheld, when required, will be
     included in the amounts to be reported on Federal Form W-2 (and
     similar State and Local forms) which are furnished to the
     employee after the end of the year.        While the Company is
     required to withhold taxes on certain expenses, the Company will
     furnish the employee with a statement of the amount of the
     expense not subject to withholding so that he may claim such
     amounts as allowance deductions on his tax return.

8.   Some states and localities which impose income taxes and provide
     for withholding from employee's pay have indicated the extent to
     which relocation expenses are taxable; others have not.
     Relocation Companies will stay informed as additional information
     becomes available.    No further action need be taken by an
     employee.

9.   Near the end of the year, Payroll Organizations having relocated
     employees on their roll shall forward a letter of explanation to
     those   employees   who   received   “gross-up”   on   applicable
     reimbursements and payments. This letter will include two copies
     of "Employee's Tax Statement of Information Required for
     Determining 20-- Income Tax Liability on Relocation Expense
     Reimbursements."   Employees shall complete this statement and
     return one copy as soon as possible to the Payroll Organization.




                                             INSTALLATION PERMANENT
                                             TRANSFER GUIDE    3/01/03
                                                                   K4



EMPLOYEE DECISION TO ACCEPT PERMANENT TRANSFER OR VOLUNTARY TERMINATION OF
                                EMPLOYMENT



To be completed by the employee and returned to his supervisor by no later
than 5 P.M. on ______________. (30th calendar day following the date the
employee was notified of Permanent Transfer.)

     Check one of the following:

     ______    I do not accept the Permanent Transfer to _______________ of
               which I was notified on __________ and elect to terminate my
               employment with the Company in accordance with Article 13,
               paragraph 2(i)(1)(ii) of the Union Contract with the
               Company.

     _______   I accept the permanent transfer to _________________ of
               which I was notified on ___________.        In making this
               decision I freely and knowingly acknowledge that I shall
               have an obligation to reimburse the Company for the costs of
               the appraisal of my home (if any) and my home search, (if
               any) in the event that I later change my mind (for whatever
               reason) and choose to refuse the Permanent Transfer and
               terminate my employment.    I further freely and knowingly
               consent that the Company may, at its option, recover these
               costs from me through deductions from any monies due to me
               at the time of my termination, such as termination or other
               allowance payments, or wages, or by pursuit of other
               available means.   I elect the following relocation option
               per Article 13:

               _______   a    lump sum payment of $21,000 per Paragraph
                              5(e), less the costs of the appraisal of
                              my home (if any), the costs of my home
                              search (if any) and less applicable
                              taxes, or,

               _______   b.   relocation treatment per Paragraphs 5(a)
                              through 5(d).


Signed ____________________________________________
               (Employee)


Date ______________________________________________


Witnessed _________________________________________
               (Supervisor)


                                                   INSTALLATION PERMANENT
                                                   TRANSFER GUIDE    3/01/03
                                                                K4

                                   2.

                PERMANENT TRANSFER NOTIFICATION PROCEDURE


As indicated in Article 13, paragraph 2(f), an employee is to be given
forty-five (45) days advance notice of Permanent Transfer. The Union and
Company bargained the procedure outlined below in connection with this
notice requirement.

    1.   An employee notified of transfer must advise the Company as to
         whether he/she accepts the transfer or elects to terminate
         employment per Article 13, Paragraph 2(i)(1)(ii), by the end of
         the 30th calendar day following the notification date (hereafter
         referred to as the "election date"). In the event the employee
         elects to accept the transfer, he/she shall, at that time,
         acknowledge in writing the obligation to reimburse the Company,
         in accordance with Paragraph 3 below, for specified costs which
         the Company may incur should the employee subsequently reverse
         his/her election.

         By the end of the 30th calendar day following the election date,
         the employee must also select one of the two relocation options,
         as outlined in Tab B2.    If the employee selects the lump sum
         payment option, he/she shall, at that time, acknowledge in
         writing the obligation to allow the Company to deduct the costs
         of a home appraisal and a house hunting trip, if the Company
         incurred such expenses on behalf of the employee.

         In the event the employee elects the termination option, his/her
         effective date of termination shall be the election date. Where
         the election date does not fall on a scheduled work day (e.g.,
         Saturday or Sunday) it shall be extended to the next scheduled
         working day thereafter.

    2.   The election date may only be extended beyond the 30th day where
         the Relocation Company has not provided the employee with the
         appraisal value in connection with the disposal of the employee's
         home, per Article 13, Paragraph 5(d)(1)(i).     Where such delay
         occurs, the election date shall become the day upon which the
         employee is provided (either verbally or in writing) with the
         appraisal value. In such case the effective date of employment
         termination in lieu of transfer per Article 13, Paragraph
         2(i)(1)(ii), where the employee selects that option, shall be the
         revised election date.

         Delays   resulting  from   an  employee's   lateness  in   making
         application or providing required documentation, refusing access
         to the property, or for any other reason within the employee's
         control which prevents the Relocation Company from completing the
         appraisal process, shall not extend the election date beyond the
         30th day.




                                                 INSTALLATION PERMANENT
                                                 TRANSFER GUIDE    3/01/03
                                                          K4

                                    3.


3.   An employee electing to accept his/her transfer in accordance
     with the requirements of Paragraph 1 or 2, as applicable, who
     reverses his/her decision after the 30th day but prior to the
     last working day before the effective date of transfer, shall
     reimburse the Company for the cost of the appraisal and/or home
     search expense incurred.     Said reimbursement shall be made
     through deduction by the Company from the termination allowance
     per Article 13, Paragraph 2(i)(1)(ii), if eligible, or from such
     other wages or allowance payments due him/her at the time of
     termination, or by any other means legally available to the
     Company.




                                            INSTALLATION PERMANENT
                                            TRANSFER GUIDE    3/01/03

				
DOCUMENT INFO
Description: Private Home Sales Contract document sample