SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant                     [X]
Filed by a Party other than the Registrant  [ ]

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[ ] Preliminary Proxy Statement      [ ] Confidential, For Use of the Commission
[ ] Definitive Proxy Statement           Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12


                                AGERE SYSTEMS INC.
                (Name of Registrant as Specified in its Charter)


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Following is the text of an internal news article that will be electronically
distributed by Agere to its employees beginning on December 20, 2002:

December 20, 2002

Yesterday, Agere filed with the U.S. Securities and Exchange Commission a
preliminary version of the proxy statement for our 2003 annual meeting of
stockholders. Among the items we will ask stockholders to vote on at the
meeting are three alternative proposals that would allow us to implement a
reverse stock split. Each proposal includes a different ratio for the reverse
stock split. Those ratios are 1-for-5, 1-for-10, and 1-for-15. This does not
mean that we have made a decision to implement a reverse stock split, only that
we will have stockholder approval to do so if the Board of Directors feels it
would be in the interests of Agere and its stockholders.

If any of the proposals are approved by stockholders at the annual meeting, our
Board of Directors may choose to implement a reverse stock split using the ratio
in one of the approved proposals at any time prior to the 2004 annual meeting.
The Board also may choose not to implement a reverse stock split. A reverse
split would reduce the number of shares outstanding, and it is expected that, at
least initially, our stock price would increase in proportion to the decrease in
outstanding shares, although our stock price could decline thereafter.

A reverse stock split would affect all Agere stock options. If the Board
decides to do a reverse stock split, Agere will adjust both the exercise price
and the number of shares covered by each option, including those held by
officers, so that option holders do not make or lose money solely as a result of
the reverse stock split. For example, if we did a 1-for-5 reverse stock split,
an option for 1,000 shares at $6 per share would become an option for 200 shares
at $30 per share. In other words, the total exercise price of the option remains
the same, and the amount by which the option is above or under water is the

A reverse stock split could enable us to satisfy the New York Stock Exchange's
continued listing criteria related to minimum share price. At the end of a
six-month period, which ends May 5, our stock price must be at least $1, and our
stock must have had an average closing price of at least $1 during the preceding
30 trading days.

If our stock price does meet the continued listing requirements in May, the
Board might still implement a reverse stock split if it felt doing so was in the
interests of Agere and its stockholders.

The full preliminary proxy statement can be viewed at

      Agere will file with the Securities and Exchange Commission a definitive
proxy statement in connection with its 2003 Annual Meeting of Stockholders.
a free copy of the definitive proxy statement and any other proxy soliciting
materials filed by Agere with the Securities and Exchange Commission in
connection with the 2003 Annual Meeting of Stockholders at the Securities and
Exchange Commission's website at In addition, stockholders
may obtain a free copy of the definitive proxy statement by writing to Agere c/o
The Bank of New York, Church Street Station, P.O. Box 11082, New York, NY 10286.

      Agere and its Directors, officers and employees may be deemed to be
participants in the Board of Directors' solicitation of proxies for the 2003
Annual Meeting of Stockholders. Please see the definitive proxy statement when
it becomes available for a description of the interests, if any, of these
parties in the solicitation.