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                                                           EXHIBIT 10(iii)(A)15


                            LUCENT TECHNOLOGIES INC.
                          VOLUNTARY LIFE INSURANCE PLAN
                      (AS AMENDED EFFECTIVE AUGUST 1, 1998)

1.       PURPOSE

         The purpose of the Lucent Technologies Inc. Voluntary Life Insurance
         Plan for Non-Employee Directors and Officers (the "Plan") is to provide
         each member of the Board of Directors of Lucent Technologies Inc. (the
         "Company") who is not an employee of the Company or any of its
         subsidiaries and each Officer of the Company an opportunity for
         insurance coverage pursuant to a split-dollar life insurance
         arrangement. The Plan was originally adopted by the Company as the
         Lucent Technologies Inc. Officer Life Insurance Option Plan effective
         as of December 18, 1996, and has been amended and restated as set forth
         herein effective as of August 1, 1998.

2.       DEFINITIONS

         For purposes of this Plan, the following terms have the meanings set
         forth below:

         2.01       AGREEMENT means the Agreement executed by Participant (or
                    Assignee) and Company implementing the terms of this Plan.

         2.02       ALTERNATIVE DEATH BENEFIT AMOUNT means, with respect to a
                    Participant, an amount that, after subtracting any Company
                    federal, state, and local income tax savings resulting from
                    the deductibility of the payment for corporate tax purposes,
                    is equal to the Participant's Coverage Amount. The
                    Alternative Death Benefit Amount shall be determined at the
                    time the payment is to be made, based on Company's federal,
                    state and local income tax rate (calculated at the highest
                    marginal tax rate then applicable to Company, but net of any
                    federal deduction for state and local taxes) at the time of
                    the payment, and shall be determined by Company.

         2.03       ASSIGNEE means that person or entity to whom the Participant
                    has assigned his/her interest in the Policy by designating
                    said Assignee on forms provided by Company. If the
                    Participant's Policy is a Survivorship Policy and if the
                    Participant has not designated an Assignee, then, after the
                    Participant's death, if the Participant's spouse survives,
                    the Assignee shall be that person or entity who succeeds to
                    the Participant's interest in the Participant's Policy after
                    the death of the Participant.
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                                                   Voluntary Life Insurance Plan


         2.04     CHANGE IN CONTROL means a Change in Control of Company, as
                  such term is defined in the Lucent Technologies Inc. 1996 Long
                  Term Incentive Program, as amended from time to time, or any
                  successor plan to such Program.

         2.05     COMMITTEE means the Corporate Governance and Compensation
                  Committee of the Board of Directors of Company.

         2.06     COMPANY means Lucent Technologies Inc., a Delaware
                  corporation.

         2.07     COMPANY DEATH BENEFIT means the portion of the Policy's death
                  benefit payable to Company as indicated in the Participant's
                  Agreement.

         2.08     DEFERRAL PLAN means the Lucent Technologies Inc. Deferred
                  Compensation Plan as the same may be amended from time to
                  time.

         2.09     DIRECTOR means a member of the Board of Directors of the
                  Company who is not an employee of the Company or any of its
                  subsidiaries.

         2.10     EFFECTIVE DATE means December 18, 1996.

         2.11     INSURER means, with respect to a Participant's Policy, the
                  insurance company issuing the Policy on the Participant's life
                  (or on the lives of the Participant and a Participant's
                  spouse, in the case of a Survivorship Policy) pursuant to the
                  provisions of the Plan.

         2.12     OFFICER means an employee of the Company who is an officer, as
                  determined by the Committee.

         2.13     PARTICIPANT means an eligible Officer or Director who elects
                  to participate in the Plan.

         2.14     PARTICIPANT'S COVERAGE AMOUNT means the portion of the
                  Policy's death benefit payable to the beneficiary(ies) of the
                  Participant (or Assignee).

         2.15     POLICY means the life insurance coverage acquired on the life
                  of the Participant (or on the lives of the Participant and a
                  Participant's spouse, in the case of a Survivorship Policy) by
                  Company.

         2.16     POLICY OWNER means the Company.

         2.17     POLICY VESTING DATE means the date the Participant completes
                  his or her commitment under Section 3.02.


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                                                   Voluntary Life Insurance Plan


         2.18     PREMIUM means, with respect to a Policy on the life of any
                  Participant (and/or the lives of any Participant and a
                  Participant's spouse, as the case may be), the amount Company
                  is obligated, pursuant to the terms of the Agreement, to pay
                  to the Insurer with respect to such Policy.

         2.19     RETAINER means the dollar amount of compensation payable by
                  the Company to a Director Participant with respect to his or
                  her services as a Director.

         2.20     SURVIVORSHIP POLICY means a Policy insuring the lives of the
                  Participant and a Participant's spouse, with the death benefit
                  payable at the death of the last survivor of the Participant
                  and his/her spouse.

3.       PARTICIPATION

         3.01     ELIGIBILITY. Each Officer and Director of the Company shall be
                  eligible to participate in the Plan.

         3.02     ELECTION TO FOREGO COMPENSATION. As a condition of
                  participating in the Plan, each Participant will be required
                  to provide a dollar amount specified in the Agreement toward
                  the Participant's interest in the Plan by making an election
                  or elections in a form acceptable to the Committee:

                    (i)    to commit to forego the receipt of an amount of
                           compensation for a period of up to four years
                           beginning on the Policy's effective date (as
                           specified in the Agreement) with such election to
                           remain in effect until the first to occur of: (a) the
                           completion of the commitment to forego compensation;
                           (b) the date on which an Officer Participant
                           terminates employment with Company for any reason;
                           (c) the date on which the Participant is demoted to a
                           position ineligible to participate in the Plan; (d)
                           the date on which a Director Participant is no longer
                           a Director; or (e) the date on which the Agreement
                           terminates. The Participant shall make such election
                           by execution of an "Election to Forego Compensation"
                           prior to the Policy's effective date. Any foregone
                           compensation will, depending upon the Participant's
                           election, reduce the payout to the Participant under
                           the Lucent Technologies Inc. Short Term Incentive
                           Plan or successor to such Plan and/or the
                           Participant's salary during that period in the case
                           of an Officer Participant, and will reduce the
                           Retainer in the case of a Director Participant. A
                           Participant's election to forego compensation shall
                           be irrevocable, provided, however, that the election
                           may be modified at any time with respect to
                           compensation not yet earned by a written document


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                                                   Voluntary Life Insurance Plan


                           delivered to the Company. The amounts that a
                           Participant agrees to forego pursuant to such
                           election, unless precluded by tax or other laws to
                           the contrary, shall be included in determining a
                           Participant's compensation for purposes of any
                           benefit plans maintained by the Company, or

                    (ii)   to apply toward the dollar amount specified by the
                           Committee part or all of the Participant's account in
                           the Deferral Plan, in accordance with the terms and
                           conditions of that Plan.

4.       AMOUNT AND TYPE OF COVERAGE

         The amount and type of coverage provided under the Policy shall be that
         amount and type specified in the Agreement.

5.       PAYMENT OF PREMIUMS

         5.01     COMPANY PAYMENTS. The amount, timing, and duration of Premiums
                  to be paid by Company shall be specified in the Agreement.

         5.02     PARTICIPANT PAYMENTS. Unless otherwise provided in an
                  Agreement, a Participant (or Assignee) shall not be required
                  to pay any portion of the Premium due on the Policy. However,
                  if the Participant's Election to Forego Compensation is no
                  longer in effect under Section 3.02 because of the
                  Participant's termination of employment or ceasing to serve as
                  a Director, as the case may be, then the Participant (or
                  Assignee) may, within thirty (30) days of the Participant's
                  termination of employment or ceasing to serve, elect to pay to
                  Company as a premium payment the difference (or some portion
                  thereof) between the compensation the Participant elected to
                  forego and the premiums paid by Company up to such date
                  (hereinafter referred to as the "Participant Special
                  Contribution").

         5.03     TERMINATION EVENTS. Except as provided in Section 5.04,
                  Company's obligation to pay Premiums with respect to a Policy
                  shall terminate:

                  a.       Automatically upon the death of the Participant (or
                           upon the death of the survivor of the Participant and
                           the Participant's spouse, if the Policy is a
                           Survivorship Policy).

                  b.       Upon the written action of the Committee, if the
                           Participant terminates employment with Company or
                           ceases to be a Director for any reason other than
                           death prior to the Policy Vesting Date.


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                                                   Voluntary Life Insurance Plan


                  c.       Upon the mutual written agreement of Company and
                           Participant (or Assignee).

         5.04     IRREVOCABLE OBLIGATION. Notwithstanding any other provision of
                  the Plan, (a) Company's obligation to pay Policy Premiums,
                  unless the Participant is demoted to a position ineligible to
                  participate in the Plan, shall be irrevocable while such
                  person is employed by Company or is actively serving as a
                  Director, and shall remain irrevocable thereafter unless the
                  Participant terminates employment with Company or ceases to be
                  a Director for any reason other than death prior to the Policy
                  Vesting Date and (b) Company's obligation to pay Policy
                  Premiums for a Participant who obtains an irrevocable right
                  pursuant to the provisions of Section 9 hereof relating to
                  Change in Control thereafter shall be irrevocable.

6.       POLICY OWNERSHIP

         6.01     OWNERSHIP. Company shall be the owner of any Policy and shall
                  be entitled to exercise the rights of ownership, except that
                  the following rights shall be exercisable by the Participant
                  (or Assignee): (i) the right to designate the beneficiary(ies)
                  to receive payment of that portion of the death benefit under
                  such Policy equal to the Participant's Coverage Amount unless
                  there is an election for Alternative Death Benefit in effect;
                  (ii) the right to increase or decrease the face amount of the
                  Policy (subject to any conditions or restrictions imposed by
                  the Insurer); and (iii) the right to assign any part or all of
                  the Participant's rights under the Policy to any person,
                  entity or trust by the execution of a written instrument
                  prescribed by Company that is delivered to Company. Except as
                  set forth in Section 7, Company shall not borrow from,
                  hypothecate, withdraw cash value from, surrender in whole or
                  in part, cancel, or in any other manner encumber a Policy
                  without the prior written consent of the Participant (or
                  Assignee). Company shall not take any other action with
                  respect to a Policy that may reduce the Participant's Coverage
                  Amount without the prior written consent of the Participant
                  (or Assignee). The claim of the Participant, Assignee, or any
                  beneficiary to the portion of the death benefit under the
                  Policy, up to but not in excess of the amount of the Company
                  Death Benefit, which is attributable to the cash values of the
                  Policies shall be an unsecured claim against the general
                  assets of the Company and no provision contained in the Plan
                  shall be construed to give any Participant, Assignee, or
                  beneficiary a security interest in such cash values. If the
                  Company becomes insolvent, the Company's creditors shall have
                  the right to exercise all rights of ownership of the Policy
                  conferred on the


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                                                   Voluntary Life Insurance Plan


                  Company. Company shall be considered "insolvent" for purposes
                  of this Plan if (i) Company is unable to pay its debts as they
                  become due, or (ii) Company is subject to a pending proceeding
                  as a debtor under the United States Bankruptcy Code.

         6.02     POSSESSION OF POLICY. Company shall keep possession of the
                  Policy. Company agrees to make the Policy available to the
                  Participant (or Assignee) or to the Insurer at such times, and
                  on such terms as Company determines for the sole purposes of
                  endorsing or filing any change of beneficiary or assignment on
                  the Policy.

         6.03     INVESTMENT OF CASH VALUES. If the Policy provides the Policy
                  owner with a choice of investment funds for the cash values,
                  Company shall invest the cash values in the funds selected by
                  and in the proportions specified by the Participant (or
                  Assignee). Company agrees to make any investment election
                  within 30 days of receipt of a written investment request by
                  the Participant (or Assignee).

7.       TERMINATION OF EMPLOYMENT/SERVICE AS DIRECTOR

         7.01     IMPACT OF TERMINATION OR DEMOTION. If, prior to the Policy
                  Vesting Date, (i) a Participant who is an Officer terminates
                  employment with Company or is demoted to a position ineligible
                  to participate in the Plan, or (ii) a Participant who is a
                  Director ceases to be a Director, then:

                  a.       Company's obligation to pay premiums with respect to
                           a Participant's Policy shall terminate as provided in
                           Sections 5.03 and 5.04.

                  b.       Participant's obligation to forego compensation or
                           apply accounts under the Deferral Plan pursuant to an
                           election made under Section 3.02 shall terminate.

                  c.       The Policy's face amount shall be reduced to an
                           amount determined by multiplying the initial face
                           amount by a fraction, the numerator of which is the
                           amount of premiums paid by Company plus any
                           Participant Special Contribution under Section 5.02,
                           and the denominator of which is the total premium
                           payments Company agreed to pay under the terms of the
                           Agreement. The Participant (or Assignee) and Company
                           agree to execute an amendment to the Agreement and to
                           complete any forms required by the Insurer to
                           implement these changes.


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                                                   Voluntary Life Insurance Plan


         7.02     NON-COMPETITIVE PROVISION. Notwithstanding any other
                  provisions of this Plan or Agreement to the contrary, if a
                  Participant terminates employment with Company (including a
                  termination after the Policy Vesting Date) and, without
                  consent of the Committee, establishes a relationship with a
                  competitor of Company or engages in any competitive activity
                  as set forth in the Agreement, then:

                  a.       The Agreement with the Participant (or Assignee)
                           shall immediately terminate.

                  b.       Company shall withdraw from the cash values of the
                           Policy an amount equal to its cumulative premium
                           payments and, following the withdrawal, shall
                           transfer ownership of the Policy to the Participant
                           (or Assignee).

         7.03     ALLOCATION OF DEATH BENEFIT. In the event of a termination due
                  to the death of the Participant (or the death of the survivor
                  of the Participant and the Participant's spouse, if the Policy
                  is a Survivorship Policy), the death benefit under the Policy
                  shall be divided as follows:

                  a.       Company shall be entitled to receive an amount equal
                           to the Company Death Benefit. If the Policy provides
                           for a death benefit equal to the sum of the face
                           amount of the Policy and any account or accumulation
                           value, any Company Death Benefit should first be paid
                           from the account or accumulation value portion of the
                           death benefit.

                  b.       The beneficiary(ies) of the Participant (or Assignee)
                           shall be entitled to receive the Participant's
                           Coverage Amount, which shall consist of the excess,
                           if any, of the Policy's death benefit over the
                           Company Death Benefit.

                  Company agrees to execute an endorsement to the Policy issued
                  to it by the Insurer providing for the division of the
                  Policy's death benefit in accordance with the provisions of
                  this Section.

                  Notwithstanding the provisions of this Section, if the
                  Policy's death benefit becomes payable while there is an
                  Alternative Death Benefit Election in effect for the
                  Participant (or Assignee) pursuant to Section 8, then the
                  entire Policy's death benefit shall be paid to Company.

8.       ALTERNATIVE DEATH BENEFIT ELECTION.

         A Participant (or Assignee) may elect to receive an Alternative Death
         Benefit in lieu of the insurance benefit provided under the Plan. The
         Alternative Death


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                                                   Voluntary Life Insurance Plan


         Benefit shall be paid by Company from the general funds of Company, and
         shall not constitute an insurance benefit. It shall be paid by Company
         to Participant's (or Assignee's) beneficiary(ies) at the time
         Participant's death benefit would have been paid (at Participant's
         death for single life coverage, or at the death of the survivor of the
         Participant and the Participant's spouse for survivorship coverage).
         The amount of the payment shall be equal to the Alternative Death
         Benefit Amount. As long as an Alternative Death Benefit Election is in
         effect, the beneficiary(ies) of the Participant (or Assignee) shall
         receive only the Alternative Death Benefit, and shall not be entitled
         to receive any portion of any death benefits that would become payable
         under the Participant's Policy, and the Participant (or Assignee) shall
         cooperate with Company in effecting a change of beneficiary of the
         Participant's Policy to achieve such result.

9.       CHANGE IN CONTROL

         If there is a Change in Control:

         a.       the Plan and Company's obligation to pay Policy Premiums
                  hereunder shall become irrevocable for all Participants in the
                  plan at the time of the Change in Control;

         b.       Company immediately shall transfer the ownership of all
                  Participants' Policies to an irrevocable trust to: (i) pay any
                  premiums projected to be payable on all Policies after the
                  Change in Control and (ii) pay any Alternative Death Benefit
                  that becomes payable under Section 8 of this Plan; and

         c.       Company immediately shall fund such irrevocable trust with an
                  amount sufficient to pay all necessary projected future
                  premiums for all Participants' Policies.

         Notwithstanding the creation and funding of an irrevocable trust in
         accordance with the provisions of this Section, Company or its
         successor shall continue to be responsible for the Premium costs
         associated with the Participants' Policies and any Alternative Death
         Benefits payable under Section 8 if such amounts are not paid by the
         trust for any reason, or if the trust's assets become insufficient to
         pay any required amounts.

10.      COMPANY DEFAULT

         10.01    COMPANY DEFAULT. A Company Default shall be deemed to have
                  occurred with respect to a Policy if Company fails to pay a
                  Premium on the Policy as required under the terms of the
                  Agreement within 30 days


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                                                   Voluntary Life Insurance Plan


                  after the due date for such Premium, or if Company processes
                  or attempts to process a policy loan, or a complete or partial
                  surrender, or a cash value withdrawal without prior written
                  approval from Participant (or Assignee).

         10.02    RIGHTS UPON COMPANY DEFAULT. In the event of Company Default
                  as described in Section 10.01, the Participant (or Assignee)
                  shall have the right to require Company to cure the Company
                  Default by notifying the Company in writing within sixty (60)
                  days after the Company Default occurs, or if later, within
                  thirty (30) days after the Participant (or Assignee) becomes
                  aware of the Company Default. If the Company fails to cure the
                  Company Default within sixty (60) days after being notified by
                  the Participant (or Assignee) of the Company Default, the
                  Participant (or Assignee) shall have the right to require the
                  Company to transfer its interest in the Participant's Policy
                  to Participant (or Assignee). The Participant (or Assignee)
                  may exercise this right by notifying Company, in writing,
                  within sixty (60) days after the Company fails to cure the
                  Company Default. Upon receipt of such notice, Company shall
                  immediately transfer its rights in the Policy to the
                  Participant (or Assignee) and Company shall thereafter have no
                  rights with respect to such Policy. A Participant's (or
                  Assignee's) failure to exercise its rights under this Section
                  shall not be deemed to release Company from any of its
                  obligations under the Plan, and shall not preclude the
                  Participant (or Assignee) from seeking other remedies with
                  respect to the Company Default. Also, a Participant's (or
                  Assignee's) failure to exercise its rights under this Section
                  will not preclude the Participant (or Assignee) from
                  exercising such rights upon later Company Default.


11.      GOVERNING LAWS & NOTICES

         11.01    GOVERNING LAW. This Plan shall be governed by and construed in
                  accordance with the substantive law of the State of New Jersey
                  without giving effect to the choice of law rules of the State
                  of New Jersey.


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                                                   Voluntary Life Insurance Plan


         11.02    NOTICES. All notices hereunder shall be in writing and sent by
                  first class mail with postage prepaid. Any notice to Company
                  shall be addressed to the Attention of Vice President,
                  Compensation and Benefits at Lucent Technologies Inc., 600
                  Mountain Avenue, Murray Hill, NJ 07929. Any notice to the
                  Participant (or Assignee) shall be addressed to the
                  Participant (or Assignee) at the address following such
                  party's signature on his/her Agreement. Any party may change
                  its address by giving written notice of such change to the
                  other party pursuant to this Section.

12.      MISCELLANEOUS PROVISIONS

         12.01    This Plan and any Agreement executed hereunder (i) shall not
                  be deemed to constitute a contract of employment between any
                  Officer and Company, nor shall any provision restrict the
                  right of Company to discharge any Officer, or to restrict the
                  right of any Officer to terminate employment; and (ii) shall
                  not constitute an agreement between the Company and any
                  Director to engage such person as a Director or to nominate
                  such person for election as a Director.

         12.02    The masculine pronoun includes the feminine and the singular
                  includes the plural where appropriate for valid construction.

         12.03    In order to be eligible to participate in this Plan, the
                  Participant (and, in the case of a Survivorship Policy, the
                  Participant's spouse) shall cooperate with the Insurer by
                  furnishing any and all information requested by the Insurer in
                  order to facilitate the issuance of the policy, including
                  furnishing such medical information and taking such physical
                  examinations as the Insurer may deem necessary. In the absence
                  of such cooperation, Company shall have no further obligation
                  to the Participant to allow him/her to participate in the
                  Plan.

         12.04    If a Participant (or a Participant's spouse, if the Policy is
                  a Survivorship Policy) commits suicide within two years of the
                  Participant's Policy's issue, or if the Participant (or
                  Participant's spouse, if the Policy is a Survivorship Policy)
                  makes any material misstatement of information or
                  nondisclosure of medical history pertaining to the Policy's
                  issue and dies within two years of the Policy's issue, then no
                  benefits will be payable to the beneficiary(ies) of such
                  Participant (or Assignee, where applicable).


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                                                   Voluntary Life Insurance Plan


         12.05    In the event of any inconsistency between the terms of this
                  Plan as described herein and the terms of any Policy purchased
                  hereunder or any related Agreement, the terms of such Policy
                  or Agreement shall be controlling as to that Participant,
                  his/her Assignee (if any), his successor-in-interest (if any)
                  and his/her beneficiary or beneficiaries.

13.      AMENDMENT, TERMINATION, ADMINISTRATION, AND SUCCESSORS

         13.01    AMENDMENT. The Plan may be modified or amended by Company at
                  any time, but an amendment which is adverse to a Participant
                  (or Assignee) will not apply to such Participant (or Assignee)
                  unless such Participant (or Assignee) consents, in writing, to
                  the amendment.

         13.02    TERMINATION. Company may terminate the Plan at any time, but
                  any such termination will not affect the rights of any
                  Participant (or Assignee) unless such Participant (or
                  Assignee) consents, in writing, to such termination.

         13.03    ADMINISTRATION. This Plan shall be administered by the
                  Committee. The Committee, in its sole discretion, shall have
                  the authority to make, amend, interpret, and enforce all rules
                  and regulations for the administration of the Plan, and to
                  decide or resolve all questions, including interpretation of
                  the Plan, as may arise in connection with the Plan. In the
                  administration of this Plan, the Committee may employ agents
                  and delegate to them or to others (including employees of the
                  Company) such administrative duties as it sees fit. The
                  Committee may consult with counsel, who may be counsel to
                  Company. The decision or action of the Committee (or its
                  designee) with respect to any question arising out of, or in
                  connection with, the administration, interpretation and
                  application of this Plan shall be final and conclusive and
                  binding upon all persons having any interest in the Plan.

         13.04    SUCCESSORS. The terms and conditions of this Plan shall inure
                  to the benefit of and bind Company and the Participant and
                  their successors, assignees (including any Assignee), and
                  representatives. The Company shall have the right to
                  absolutely and irrevocably assign its rights, title and
                  interest in a Policy without the consent of the Participant
                  (or Assignee).


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                                                   Voluntary Life Insurance Plan


14.      CLAIMS PROCEDURE

         Any controversy or claim arising out of or relating to this Plan shall
         be filed with the Committee which shall make all determinations
         concerning such claim. Any decision by the Committee denying such claim
         shall be in writing and shall be delivered to all parties in interest
         in accordance with the notice provisions of Section 11.02 herein. Such
         decision shall set forth the reasons for denial in plain language.
         Pertinent provisions of the Plan shall be cited and, where appropriate,
         an explanation as to how the claimant can perfect the claim will be
         provided. This notice of denial of benefits will be provided within
         ninety (90) days of the Committee's receipt of the claim for benefits.
         If the Committee fails to notify the claimant of its decision regarding
         the claim, the claim shall be considered denied, and the claimant then
         shall be permitted to proceed with an appeal as provided for in this
         Section.

         A claimant who has been completely or partially denied a benefit shall
         be entitled to appeal this denial of his/her claim by filing a written
         statement of his/her position with the Committee no later than sixty
         (60) days after receipt of the written notification of such denial. The
         Committee shall schedule an opportunity for a full and fair review of
         the issue within thirty (30) days of receipt of the appeal. The
         decision on review shall set forth specific reasons for the decision,
         and shall cite specific references to the pertinent Plan provisions on
         which the decision is based.

         Following the review of any additional information submitted by the
         claimant, either through the hearing process or otherwise, the
         Committee shall render a decision on the review of the denied claim in
         the following manner:

         a.       The Committee shall make its decision regarding the merits of
                  the denied claim within sixty (60) days following receipt of
                  the request for review (or within 120 days after such receipt,
                  in a case where there are special circumstances requiring
                  extension of time for reviewing the appealed claim). The
                  Committee shall deliver the decision to the claimant in
                  writing. If an extension of time for reviewing the appealed
                  claim is required because of special circumstances, written
                  notice of the extension shall be furnished to the claimant
                  prior to the commencement of the extension. If the decision on
                  review is not furnished within the prescribed time, the claim
                  shall be deemed denied on review.

         b.       The decision on review shall set forth specific reasons for
                  the decision, and shall cite specific references to the
                  pertinent Plan provisions on which the decision is based.

IN WITNESS WHEREOF, the Company has caused this Plan to be effective on


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                                                   Voluntary Life Insurance Plan


August 1, 1998, and to be executed on this ___ day of August, 1998.


For Lucent Technologies Inc.


By:      _____________________________________
         Curtis R. Artis
         Senior Vice President - Human Resources



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