AGERE SYSTEMS INC.
AUDIT COMMITTEE CHARTER

Purpose

The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Agere Systems Inc. (the "Corporation") to assist the Board in its oversight of:

Composition and Term of Office

Committee Meetings - Operating Principles

General Principles as to Independent Auditor

Responsibilities - Audit-related

Audits

Internal Controls

Other

Responsibilities - Non-Audit