Following is a letter from John Dickson, President and Chief Executive Officer
of Agere Systems, that is first being sent to employees on Dec. 10, 2004.

Dear Colleague,

Agere Systems has filed a preliminary proxy statement with the U.S. Securities
and Exchange Commission indicating that we will seek shareholder approval to
effect a reverse stock split and combine our two classes of common stock. I
would like to give you some perspective on the benefits -- both for Agere and
our shareholders -- associated with these very important proposals.

At our Annual Shareholder Meeting in February, we plan to ask shareholders to
approve a reverse stock split at one of four alternative ratios -- 1 for 10, 1
for 20, 1 for 30 and 1 for 40. If we receive shareholder approval for any
reverse split, the Agere Board of Directors will decide whether and when to
implement a reverse stock split, and which of the approved ratios would work
best for our company given market and business conditions at the time.

Many of you may be concerned that a higher priced stock cannot increase as
easily as a lower priced stock. That is simply not the case. The starting
price of a stock does not determine its ability to rise; the overall financial
performance of a company and the market environment are the key factors.

It is important to note that a reverse stock split would preserve each
shareholder's percentage ownership in the company, except to the extent the
shareholder receives cash instead of fractional shares. It also is not
intended to change the total value of the shares you own. A reverse split
changes only the number of shares outstanding. This, in turn, results in a
change in the per-share price because the total value of the company is spread
among fewer shares.

A reverse stock split is a sound business decision for Agere for a number of
reasons. Our stock may experience an increased level of trading because it
could be more attractive to certain investors who may be reluctant to purchase
low-priced stock. A reverse stock split also may reduce transaction costs for
investors who pay commissions based on the number of shares bought or sold
because they would be buying or selling fewer shares. Lower commissions also
may make our stock attractive to new investors. In addition, we would be able
to significantly reduce our own costs because we would have fewer shareholders
since shareholders who own less than one share of stock after the reverse
split would receive cash instead of fractional shares.

At the Annual Meeting, we also expect to ask shareholders to approve
reclassifying our two classes of common stock into one new class of common
stock. We initially established the two classes to ensure the tax-free status
of our spinoff from Lucent. Establishing a single common stock may improve the
liquidity of our stock, eliminate any potential confusion over two classes of
stock, and reduce the costs associated with the mailing of our Annual Meeting
materials.

Turning to executive compensation, I have made it a practice to be open and
candid with you about my salary and bonus. For fiscal year 2004, my annual
salary was $800,000. On Dec. 1 of this year, I received a bonus of $320,000,
which was 32 percent of target. I also was granted 2 million Agere stock
options. Last December, I was granted 2.5 million stock options, which is
disclosed in the proxy statement. The Agere Board of Directors set my
compensation following the performance management guidelines that have been
put in place for all employees. Information about my compensation and that of
Agere's other executive officers can be found in our proxy statement, which
will be mailed to shareholders in late December. That information also is
contained in the preliminary proxy filing.

To ensure that we provide answers to all of your questions about our proposals
for effecting a reverse stock split and reclassifying our Class A and Class B
common stock, more information, including a set of questions and answers, will
be posted on the MyAgere portal. In addition, as we move along in the process,
we will continue to provide you with updated information.

John Dickson



THIS LETTER IS BEING PROVIDED BEFORE DELIVERY TO YOU OF OUR PROXY STATEMENT.
YOU SHOULD READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
CONTAINS IMPORTANT INFORMATION. YOU CAN GET A COPY OF THE PROXY STATEMENT FREE
OF CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV
OR BY CONTACTING AGERE SYSTEMS, C/O THE BANK OF NEW YORK, P.O. BOX 11082,
CHURCH STREET STATION, NEW YORK, NY 10286, OR BY CALLING AGERE SYSTEMS INC. AT
1-866-AGEREIR AND PRESSING PROMPT 1.