<PAGE>   1
                                                         EXHIBIT (10)(iii)(A)8


                            LUCENT TECHNOLOGIES INC.

                               OFFICERS LONG TERM

                     DISABILITY AND SURVIVOR PROTECTION PLAN





                          As effective October 1, 1996





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                                                    AND SURVIVOR PROTECTION PLAN
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                            LUCENT TECHNOLOGIES INC.
                               OFFICERS LONG TERM
                     DISABILITY AND SURVIVOR PROTECTION PLAN


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>                                                                           <C>
ARTICLE 1.   PURPOSE........................................................   4
                                                                              
ARTICLE 2.   DEFINITIONS....................................................   5
                                                                              
ARTICLE 3.   DISABILITY ALLOWANCE...........................................   8
                                                                              
ARTICLE 4.   MINIMUM RETIREMENT BENEFIT.....................................  12
                                                                              
ARTICLE 5.   SURVIVING SPOUSE BENEFIT.......................................  13
                                                                              
ARTICLE 6.   DEATH BENEFITS.................................................  14
                                                                              
ARTICLE 7.   SOURCE OF PAYMENT..............................................  15
            
7.01. SOURCE OF PAYMENTS....................................................  15
7.02. UNFUNDED STATUS.......................................................  15
                                                                              
ARTICLE 8.   ADMINISTRATION OF THE PLAN.....................................  17
                                                                              
8.01. ADMINISTRATION AND AUTHORITIES........................................  17
8.02. COMMITTEE.............................................................  17
8.03. INDEMNIFICATION.......................................................  17
8.04. BENEFIT CLAIMS AND APPEALS............................................  18
                                                                              
ARTICLE 9.   ADOPTION, AMENDMENT AND TERMINATION............................  19
                                                                              
9.01. ADOPTION OF PLAN......................................................  19
9.02. AMENDMENT AND TERMINATION.............................................  19
9.03. ACQUISITION OR DISPOSITION OF PARTICIPATING COMPANY...................  20
                                                                              
ARTICLE 10.  GENERAL PROVISIONS.............................................  21
                                                                              
10.01. EFFECTIVE DATE.......................................................  21
10.02. ASSIGNMENT OF BENEFITS...............................................  21
10.03. CLAIMS RELEASE.......................................................  21
10.04. DAMAGE CLAIMS OR SUITS...............................................  21
10.05. JUDGMENT OR SETTLEMENT...............................................  22
10.06. FORFEITURE OF BENEFITS...............................................  22
10.07. PAYMENT UNDER LAW....................................................  22
10.08. GOVERNING LAW........................................................  22
10.09. SEVERABILITY.........................................................  22
</TABLE>


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
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<PAGE>   3
<TABLE>
<S>                                                                           <C>
10.10. FACILITY OF PAYMENT..................................................  23
10.11. HEADINGS.............................................................  23
10.12. TAX WITHHOLDING......................................................  23
10.13. FIDUCIARY RELATIONSHIP...............................................  23
10.14. NO GUARANTEE OF EMPLOYMENT...........................................  24
10.15. PLAN YEAR............................................................  24
10.16. ENTIRE PLAN..........................................................  24
</TABLE>
                                                                               
                                                                               
                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
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                                   ARTICLE 1.
                                    PURPOSE


         The Plan is a successor to the AT&T Senior Management Long Term
Disability and Survivor Protection Plan in effect as of September 30, 1996, with
respect to Transferred Individuals (as defined in Article 2 of the Employee
Benefits Agreement dated February 1, 1996, and is amended and restated effective
March 29, 1996). The Plan assumes and is solely responsible for all liabilities
as of September 30, 1996, relating to Transferred Individuals under the Plan.
Accordingly, the Plan shall recognize such service and compensation as of
September 30, 1996, with respect to Transferred Individuals as would be
recognized by the AT&T Senior Management Long Term Disability and Survivor
Protection Plan in effect as of September 30, 1996. To the extent that the Plan
refers to dates, events, agreements, elections, or designations before October
1, 1996, relating to Transferred Individuals, such dates, events, agreements,
elections and designations shall be recognized as if Lucent Technologies Inc.
and the Plan were in existence at the applicable time. For Transferred
Individuals who terminated employment before October 1, 1996, the provisions of
the AT&T Senior Management Long Term Disability and Survivor Protection Plan in
effect at termination of the Transferred Individual's employment shall be deemed
to be incorporated in this Plan and shall govern.


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                                                    AND SURVIVOR PROTECTION PLAN
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                                   ARTICLE 2.
                                  DEFINITIONS


For the purpose of the Plan, the following terms shall have the meanings set
forth in this ARTICLE 1.

2.01.    "ADMINISTRATOR" shall mean the person identified as the Pension Plan
         Administrator under the Pension Plan or such other person or entity
         designated by the Company.

2.02.    "AFFILIATED CORPORATION" shall mean any corporation or other entity of
         which 50 percent or more of the voting stock is owned directly or
         indirectly by The Company.

2.03.    "AT&T" shall mean AT&T Corp. (formerly American Telephone and Telegraph
         Company), a New York Corporation, or its successors.

2.04.    "ANNUAL BASIC PAY" shall mean the Participant's annual base salary rate
         on the last day the Participant was on the active payroll plus, with
         respect to a Participant whose last day on the active payroll occurred
         after October 1, 1996, an amount determined with reference to the Short
         Term Plan, but excluding all differentials regarded as temporary or
         extra payments and all awards and distributions made under the Long
         Term Plan. For purposes of determining the Disability Allowance under
         ARTICLE 3, the amount determined with reference to the Short Term Plan
         shall be the last Short Term Award granted to the Participant prior to
         the last day the Participant was on the active payroll. For purposes of
         determining the Minimum Retirement Benefit under ARTICLE 4 and the
         Surviving Spouse Benefit under ARTICLE 5, the amount determined with
         reference to the Short Term Plan shall be the greater of (1) the Short
         Term Award for the last full calendar year of service prior to the
         earlier of the Participant's retirement, termination or death, or (2)
         the Short Term Award granted with respect to any later partial calendar
         year of service.

2.05.    "BOARD" shall mean the Board of Directors of Lucent Technologies Inc.

2.06.    "COMMITTEE" shall mean the Employee Benefits Committee appointed by the
         Company to administer the Pension Plan.

2.07.    "COMPANY" shall mean Lucent Technologies Inc. or its successors.

2.08.    "DISABILITY BENEFIT PLAN" shall mean a Participating Company's Sickness
         and Accident Disability Benefit Plan.

2.09.    "INSURED ANNUITANT'S PLAN" shall mean the Senior Management
         Post-Retirement Insured Annuitant's Benefit Plan established as part of
         the AT&T Corp. Senior Management Life Insurance Program.


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                                                    AND SURVIVOR PROTECTION PLAN
                                                                          PAGE 5
<PAGE>   6
2.10.    "LONG TERM PLAN" shall mean the Lucent Technologies Inc. Long Term
         Incentive Program or predecessor long term incentive plans.


2.11.    (a) "PARTICIPANT" for purposes of the Disability Allowance under
         ARTICLE 3, shall mean an employee holding a position evaluated or
         classified as above "Executive" or equivalent, except that no employee
         who has been notified in writing that the assignment to such position
         will be temporary shall be considered as a Participant for any purpose
         under this Plan.

         (b) "PARTICIPANT" for purposes of the Minimum Retirement Benefit under
         ARTICLE 4, shall mean an employee described in SECTION 2.11 (a) above,
         or a former employee of a Participating Company who was a Participant
         under SECTION 2.11 (A) on the last day of employment, if such former
         employee is retired on a service pension under the Pension Plan.

         (c) "PARTICIPANT" for purposes of the Surviving Spouse Benefit under
         ARTICLE 5, shall mean an employee described in SECTION 2.11 (a) above,
         or a former employee of a Participating Company who was a Participant
         under SECTION 2.11 (a) on the last day of employment, if such former
         employee (1) is eligible to receive a Disability Allowance under
         ARTICLE 3, or (2) is eligible to receive a Minimum Retirement Benefit
         under ARTICLE 4.

         (d) "PARTICIPANT" for purposes of the Death Benefit under ARTICLE 6,
         shall mean a former employee of a Participating Company who was a
         Participant under SECTION 2.11 (a) above on the last day of employment,
         if such former employee is eligible to receive a Disability Allowance
         under ARTICLE 3, or is eligible to receive a Minimum Retirement Benefit
         under ARTICLE 4.

         (e) For purposes of SECTIONS 2.11 (b), 2.11 (c), AND 2.11 (d) above, a
         former employee shall be considered to be eligible to receive a
         Disability Allowance under ARTICLE 3 or a Minimum Retirement Benefit
         under ARTICLE 4 if he has met the conditions specified in ARTICLE 3 or
         in ARTICLE 4, even though the receipt of other benefits by such former
         employee precludes his or her receipt of any benefits under ARTICLE 3
         or under ARTICLE 4.

2.12.    "PARTICIPATING COMPANY" shall mean the Company and any Affiliated
         Corporation that has elected, with the approval of the Committee as
         required by SECTION 9.01, to participate in the Plan.

2.13.    "PENSION PLAN" shall mean the Lucent Technologies Inc. Management
         Pension Plan or predecessor pension plans.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                          PAGE 6

<PAGE>   7
2.14.    "PLAN" shall mean this Lucent Technologies Inc. Officers Long Term
         Disability and Survivor Protection Plan.

2.15.    "PREDECESSOR PLAN SPONSOR" means AT&T and any other corporation or
         entity that enters into an agreement or agreements providing for the
         assumption of liabilities by this Plan comparable to the Management
         Interchange Agreement dated as of April 8, 1996, and the Employee
         Benefits Agreement dated as of March 29, 1996, between AT&T and the
         Company.

2.16.    "SHORT TERM AWARD" means the actual amount awarded (including any
         amounts deferred pursuant to the Lucent Tecnologies Inc. Senior
         Management Incentive Award Deferral Plan) annually to a Participant
         pursuant to the Lucent Technologies Inc. Short Term Incentive Plan or
         predecessor short term incentive plans. Short Term Awards shall, for
         purposes of this Plan, be considered to be awarded on the last day of
         the performance period with respect to which they are earned.

2.17.    "SHORT TERM PLAN" shall mean the Lucent Technologies Inc. Short Term
         Incentive Plan or predecessor short term incentive plans.

2.18.    "SUCCESSOR PLAN SPONSOR" shall mean Lucent Technologies Inc. and any
         other corporation or entity that enters into an agreement or agreements
         providing for the assumption of liabilities arising under this Plan
         comparable to the Management Interchange Agreement dated as of April 8,
         1996, and the Employee Benefits Agreement dated as of March 29, 1996,
         between AT&T and Lucent Technologies Inc.

2.19.    "TERM OF EMPLOYMENT" shall have the same meaning as the meaning
         assigned to such expression in the Pension Plan.

2.20.    "TRANSITION PARTICIPANT" shall mean a Participant or a person eligible
         to receive a Surviving Spouse Benefit or a Death Benefit as to whom the
         responsibility and liability for the payment of benefits accrued or
         payable under a Plan or Plans of a Predecessor Plan Sponsor has been
         assumed by the Company and are payable under this Plan.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                          PAGE 7

<PAGE>   8
                                   ARTICLE 3.
                              DISABILITY ALLOWANCE

3.01.             (a) A Participant shall be considered to be "disabled" at any
         time during the first fifty-two week period following the onset of a
         physical or mental impairment, if such impairment prevents the
         Participant from meeting the performance requirements of the position
         held immediately preceding the onset of the physical or mental
         impairment.

                  (b) A Participant shall be considered to be "disabled" after
         the first fifty-two week period following the onset of a physical or
         mental impairment if such impairment prevents the Participant from
         meeting the performance requirements of (1) the position held
         immediately preceding the onset of the physical or mental impairment,
         (2) a similar position, or (3) any appropriate position with the
         Company or any other Participating Company which the Participant would
         otherwise be capable of performing by reason of the Participant's
         background and experience.

                  (c) The Administrator shall make the determination of whether
         a Participant is disabled within the meaning of paragraph (a) above;
         the Committee shall make such determination with respect to paragraph
         (b) above.

3.02.    A Participant who is disabled during a period described in SECTION
         3.01(a) shall be eligible to receive a monthly disability allowance
         equal to 100 percent of the Participant's monthly base salary rate on
         the last day the Participant was on the active payroll, reduced by any
         amounts described in SECTION 3.05(a) which are attributable to the
         period for which benefits are provided under this SECTION 3.02.

3.03.    A Participant who is disabled during a period described in SECTION
         3.01(b) shall, prior to his or her sixty-fifth birthday, be eligible to
         receive a monthly disability allowance equal to sixty percent of the
         Participant's monthly base salary rate on the last day the Participant
         was on the active payroll, reduced by any amounts described in SECTION
         3.05(b) which are attributable to the period for which benefits are
         provided under this SECTION 3.03.

3.04.    A Participant who is disabled during a period described in SECTION
         3.01(b) shall, commencing with his or her sixty-fifth birthday or the
         start of the period described in SECTION 3.01 (b), if later, be
         eligible to receive a monthly disability allowance equal to the greater
         of:

                  (i)      one and one-quarter percent of the Participant's
                           annual basic pay, as defined in SECTION 2.04, on the
                           last day the Participant was on the active payroll,
                           or

                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                          PAGE 8

<PAGE>   9
                  (ii)     if the Participant's Term of Employment has been five
                           years or more, ninety percent of the sum of (a) the
                           monthly pension the Participant would have been
                           entitled to receive commencing at age sixty-five
                           under the Pension Plan (as in effect on the last day
                           the Participant was on the active payroll, but
                           ignoring any minimum service requirements for
                           eligibility to a pension), if the period after the
                           last day the Participant was on the active payroll
                           and prior to the Participant's sixty-fifth birthday
                           had been included in the Participant's term of
                           employment as of the end of the applicable averaging
                           period under the Pension Plan, plus (b) the monthly
                           pension the Participant would have been entitled to
                           receive commencing at age 65 under the Lucent
                           Technologies Inc. Non-Qualified Pension Plan (as in
                           effect on the last day the Participant was on the
                           active payroll, but ignoring any minimum service
                           requirements for eligibility to a pension), if the
                           period after the last day the Participant was on the
                           active payroll and prior to the Participant's
                           sixty-fifth birthday had been included in the
                           Participant's Term of Employment as of the end of the
                           applicable averaging period under the Lucent
                           Non-Qualified Pension Plan, reduced by any amounts
                           described in SECTION 3.05(C) that are attributable to
                           the period for which benefits are provided under this
                           paragraph.

3.05.             (a)      The Disability Allowance determined for any period 
         under Section 3.02 shall be reduced by the sum of the following
         benefits received by the Participant which are attributable to the
         period for which such disability allowance is provided: a service
         pension, deferred vested pension, or disability pension under the
         Pension Plan, a pension under the Lucent Technologies Inc. Excess
         Benefit and Compensation Plan, a pension under the Lucent Technologies
         Inc. Non-Qualified Pension Plan, a pension under the Lucent
         Technologies Inc. Mid-Career Pension Plan, an accident disability
         benefit or sickness disability benefit under the Disability Benefit
         Plan, any Workers' Compensation Benefit, plus any comparable benefits
         provided under the plans or programs of any Successor Plan Sponsor and
         any other benefit payments required by law on account of the
         Participant's disability. However, no reduction shall be made on
         account of any pension under the Pension Plan at a rate greater than
         the rate of such pension on the date the Participant first received
         such pension after his or her disability and no reduction shall be made
         on account of any pension under the Lucent Technologies Inc.
         Non-Qualified Pension Plan, the Lucent Technologies Inc. Excess Benefit
         and Compensation Plan, or the Lucent Technologies Inc. Mid-Career
         Pension Plan at a rate greater than the rate of such pension, including
         adjustments if any to reflect post-retirement incentive awards to the
         Participant under the Short Term Plan, as of the first date the
         Participant was entitled to receive such pension after his or her
         disability.

                  (b)      The Disability Allowance determined for any period 
         under SECTION 3.03 shall be reduced by the sum of the following
         benefits received by the Participant which are attributable to the
         period for which such disability allowance is provided: a service
         pension, deferred vested pension or disability pension under the
         Pension Plan, a pension 


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                          PAGE 9
<PAGE>   10
         under the Lucent Technologies Inc. Excess Benefit and Compensation
         Plan, a pension under the Lucent Technologies Inc. Non-Qualified
         Pension Plan, a pension under the Lucent Technologies Inc. Mid-Career
         Pension Plan, an accident disability benefit under the Disability
         Benefit Plan, any other retirement income payments from the
         Participant's Participating Company or any predecessor in interest to
         the Company, any Workers' Compensation Benefit, plus any Social
         Security Insurance Benefit. However, no reduction shall be made on
         account of any pension under the Pension Plan at a rate greater than
         the rate of such pension on the date the Participant first received
         such pension after his or her disability, and no reduction shall be
         made on account of any pension under the Lucent Technologies Inc.
         Non-Qualified Pension Plan, the Lucent Technologies Inc. Excess Benefit
         and Compensation Plan, or under the Lucent Technologies Inc. Mid-Career
         Pension Plan at a rate greater than the rate of such pension, including
         adjustments if any to reflect post-retirement incentive awards to the
         Participant under the Short Term Plan, as of first date the Participant
         was entitled to receive such pension after his or her disability, and
         no reduction shall be made on account of any Social Security Benefit at
         a rate greater than the rate which the Participant would have first
         been eligible to receive after his or her disability and as if no other
         members of his or her family were eligible for any Social Security
         Benefit.

                      Furthermore, the Board of Directors of the Company, in its
         discretion, may reduce the disability allowance by the amount of
         outside compensation or earnings of the Participant for work performed
         by the Participant during the period for which such disability
         allowance is provided.

                  (c) The disability allowance determined for any period under
         SECTION 3.04 shall be reduced by the sum of the following benefits
         received by the Participant which are attributable to the period for
         which such disability allowance is provided: a service pension,
         deferred vested pension or disability pension under the Pension Plan, a
         pension under the Lucent Technologies Inc. Excess Benefit and
         Compensation Plan, a pension under the Lucent Technologies Inc.
         Non-Qualified Pension Plan, a pension under the Lucent Technologies
         Inc. Mid-Career Pension Plan, an accident disability benefit under the
         Disability Benefit Plan, any other retirement income payments from the
         Participant's Participating Company or any Successor Plan Sponsor, plus
         any Workers' Compensation Benefit. However, no reduction shall be made
         on account of any pension under the Pension Plan at a rate greater than
         the rate of such pension on the date the Participant first received
         such pension after his or her disability, and no reduction shall be
         made on account of any pension under the Lucent Technologies Inc.
         Non-Qualified Pension Plan, the Lucent Technologies Inc. Excess Benefit
         and Compensation Plan, or under the Lucent Technologies Inc. Mid-Career
         Pension Plan at a rate greater than the rate of such pension, including
         adjustments if any to reflect post-retirement incentive awards to the
         Participant under the Short Term Plan, as of the first date the
         Participant was entitled to receive such pension after his or her
         disability.

                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 10

<PAGE>   11
3.06.    For purposes of Sections 3.01(a) and 3.01(b), the measurement of time
         following the onset of a physical or mental impairment shall coincide
         with the measurement of time used to calculate periods of Sickness and
         Accident Disability Benefits under Sections 4 and 5 of the Disability
         Benefit Plan. Successive periods of physical or mental impairment shall
         be counted together in computing the periods during which the
         Participant shall be entitled to the benefits provided under Sections
         3.02 and 3.03, except that any disability absence after the Participant
         has been continuously engaged in the performance of duty for thirteen
         weeks shall be considered to commence a new period of physical or
         mental impairment under Section 3.01 (a), so that such Participant
         shall be entitled during such new period to the benefits provided under
         Section 3.02.

3.07.    With respect to a Participant not subject to mandatory retirement at
         age 65 under the Age Discrimination in Employment Act (29 U.S. C.631),
         the period of eligibility for the disability allowance provided in
         SECTION 3.03 and the period of eligibility for the disability allowance
         provided in SECTION 3.04, shall be the period described in SECTION
         3.03, and the period described in SECTION 3.04, respectively, or such
         other period as is required under the Age Discrimination in Employment
         Act or under any applicable governing regulations or interpretations
         thereunder.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 11


<PAGE>   12
                                   ARTICLE 4.
                           MINIMUM RETIREMENT BENEFIT

4.01.    A Participant described in SECTION 2.10(a) whose term of employment has
         been five years or more and is not disabled, who terminates employment
         on or after his or her sixty-second birthday, or a Participant
         described in SECTION 2.10(b) who is retired on a service pension under
         the Pension Plan, shall be eligible to receive a monthly minimum
         retirement benefit equal to one and one-quarter percent of
         Participant's annual basic pay, as defined in SECTION 2.04, on the last
         day the Participant was on the active payroll reduced by the sum of the
         following benefits received by the Participant which are attributable
         to the period for which benefits are provided under this ARTICLE 4: a
         service pension or deferred vested pension under the Pension Plan, a
         pension under the Lucent Excess Benefit and Compensation Plan, a
         pension under the Lucent Technologies Inc. Non-Qualified Pension Plan,
         a pension under the Lucent Technologies Inc. Mid-Career Pension Plan,
         and by any other retirement income payments received by the Participant
         from his or her Participating Company or from a Successor or
         Predecessor Plan Sponsor. However, no reduction shall be made on
         account of any pension under the Pension Plan at a rate greater than
         the rate of such pension on the date the Participant first received
         such pension after his or her retirement or other termination of
         employment, and no reduction shall be made on account of any pension
         under the Lucent Technologies Inc. Non-Qualified Pension Plan, the
         Lucent Technologies Inc. Excess Benefit and Compensation Plan, or under
         the Lucent Technologies Inc. Mid-Career Pension Plan at a rate greater
         than the rate of such pension, including adjustments if any to reflect
         post-retirement incentive awards to the Participant under the Short
         Term Plan, as of first date the Participant was entitled to receive
         such pension after his or her retirement or other termination of
         employment.

4.02.    If an amendment to the Pension Plan effective on or after October 1,
         1996, provides for an increase in the service pensions of previously
         retired employees, then a Participant's minimum retirement benefit
         shall be increased pursuant to the same terms and conditions as are set
         forth in such Pension Plan amendment.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 12


<PAGE>   13
                                   ARTICLE 5.
                            SURVIVING SPOUSE BENEFIT

5.01.    In the event of the death of a Participant, who is described in SECTION
         2.10(c), the surviving lawful spouse of such Participant shall be
         eligible to receive a monthly benefit equal to one and one-quarter
         percent of the Participant's annual basic pay, as defined in SECTION
         2.04, on the last day the Participant was on the active payroll prior
         to his or her death reduced by the sum of the following benefits
         received by the Participant's surviving lawful spouse on account of the
         death of the Participant and which are attributable to the period for
         which benefits are provided under this ARTICLE 5: an annuitant's
         pension under the Pension Plan, an annuity under the Insured
         Annuitant's Plan, an annuitant's pension under the Lucent Technologies
         Inc. Excess Benefit and Compensation Plan, an annuitant's pension under
         the Lucent Technologies Inc. Non-Qualified Pension Plan and any other
         lifetime payments to such surviving lawful spouse from the
         Participant's Participating Company or from any Successor Plan Sponsor.
         However, no reduction shall be made on account of an annuitant's
         pension under the Pension Plan, or on account of an annuitant's pension
         under the Lucent Technologies Inc. Non-Qualified Pension Plan or on
         account of an annuitant's pension under the Lucent Technologies Inc.
         Excess Benefit and Compensation Plan, or an account of any annuity
         under the Insured Annuitant's Plan at a rate greater than (1) the rate
         of such pension or annuity on the date such pension or annuity was
         first payable in the case of the death of a Participant who is on the
         active payroll or (2) the rate of such pension or annuity on the date
         such pension or annuity first would have been payable had the
         Participant died on the day after the last day the Participant was on
         the active payroll in the case of the death of a Participant who is not
         on the active payroll.

5.02.    Notwithstanding any provision of SECTION 5.01 to the contrary, the
         surviving lawful spouse of a Participant shall not be eligible to
         receive benefits under this ARTICLE 5 if, prior to the Participant's
         death, the Participantcould have elected under the Pension Plan or
         under any predecessor pension plan maintained by a Participating
         Company to receive a reduced pension for his or her life in order to
         provide thereafter an annuity for the life of his or her spouse, but
         the Participant declined to make such an election.

5.03.    If an amendment to the Pension Plan effective on or after October 1,
         1996, provides for an increase in the survivor annuities payable under
         said Plan, then the Surviving Spouse Benefit payable under SECTION 5.01
         above shall be increased pursuant to the same terms and conditions as
         are set forth in such Pension Plan amendment, except that no such
         increase shall apply to the Surviving Spouse Benefit related to a
         deceased Participant who had not terminated employment or died prior to
         the effective date of such amendment.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 13

<PAGE>   14
                                   ARTICLE 6.
                                 DEATH BENEFITS

6.01.    Upon the death of a Participant described in SECTION 2.10(d) whose last
         day on the active payroll occurred on or after January 1, 1987, and who
         has not retired on a service pension or a disability pension under the
         Pension Plan, a death benefit in the amount of the Participant's annual
         base salary rate in effect on the last day said Participant was on the
         active payroll shall be paid to one or more of the beneficiaries listed
         in SECTION 6.02 below as determined by the Committee, provided,
         however, that such death benefit shall be reduced by the sum of any
         death benefit paid under Section 5 of the Pension Plan on account of
         the Participant's death.

6.02.    The persons who may be the beneficiaries of the death benefit described
         in SECTION 6.01 are the Participant's legal spouse if living with him
         at the time of the Participant's death, his or her unmarried child or
         children under age 23 (or over that age if physically or mentally
         incapable of self-support) who were being supported in whole or in part
         by the deceased at his or her death, or a dependent parent or parents
         living with the deceased at the time of his or her death or in a
         separate household in the vicinity of the deceased and provided by the
         Participant.

6.03.    If the Participant is not survived by any person listed in SECTION
         6.02, a death benefit up to the maximum amount shown in SECTION 6.01
         above may be payable, at the discretion of the Committee, to any other
         dependent relative receiving or entitled to receive support from the
         deceased; if no such dependent relative survives the deceased, no death
         benefit will be payable under this Plan.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 14


<PAGE>   15
                                   ARTICLE 7.
                                SOURCE OF PAYMENT


7.01.    SOURCE OF PAYMENTS.

         The Company may establish a trust to hold assets to be used to make
         benefit payments under the terms of this Plan, provided such trust does
         not cause the Plan to be "funded" within the meaning of ERISA. Funds
         invested hereunder shall, for purposes of this Plan, be considered to
         be part of the general assets of the Participating Company which
         invested the funds, and no Participant, beneficiary or lawful spouse
         shall have any interest or right in such funds. To the extent trust
         assets are available, they may be used to pay benefits arising under
         this Plan and all costs, charges and expenses relating thereto. To the
         extent that the funds held in the trust are insufficient to pay such
         benefits, costs, charges and expenses, the Company or the responsible
         Participating Company shall pay such benefits, costs, charges and
         expenses from its general assets. In addition, the Company may, in its
         sole discretion, direct that payments required under this Plan to any
         Participant or surviving lawful spouse be made through the purchase and
         distribution of one or more nontransferable annuity contracts or cause
         the trustee of the trust to purchase and distribute such annuity
         contracts. Any such purchase and distribution of an annuity contract
         shall be a full and complete discharge of the Plan's, the Company's and
         the Participating Companies' liability for payments assumed by the
         issuer of the annuity contract. Further, the Senior Vice President,
         Human Resources, may determine, in his sole discretion, to pay
         additional sums to any Senior Manager, from the Company's general
         assets or from the trust, if any, to reimburse the Senior Manager for
         additional federal and state income taxes estimated to be incurred by
         reason of the distribution of any such annuity contracts. The Senior
         Vice President, Human Resources shall establish a methodology or
         methodologies for determining the amount of such additional sums. The
         methodology or methodologies selected shall be those that the Senior
         Vice President, Human Resources determines, in his sole discretion, to
         be the most effective and administratively feasible for the purpose of
         producing after tax periodic benefit payments that approximate the
         after tax periodic benefit payments that would have been received by
         [Participants] in the absence of the distribution of the annuity
         contract.

7.02.    UNFUNDED STATUS.

         The Plan at all times shall be entirely unfunded for purposes of the
         Internal Revenue Code of 1986 and ERISA, and, except as provided in
         SECTION 7.01, no provision shall at any time be made with respect to
         segregating any assets of a Participating Company for payment of any
         benefits hereunder. Funds invested hereunder shall continue for all
         purposes to be part of the general assets of the Participating Company
         which invested the funds. The Plan constitutes a mere promise by the
         Participating Company to make payments, if any, in the future. No
         Participant, spouse, beneficiary or any other person shall have any
         interest in any particular assets of a Participating Company by reason
         of 


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 15


<PAGE>   16
         the right to receive a benefit under the Plan and to the extent the
         Participant, surviving lawful spouse, beneficiary or any other person
         acquires a right to receive benefits under this Plan, such right shall
         be no greater than the right of any unsecured general creditor of a
         Participating Company.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 16

<PAGE>   17
                                   ARTICLE 8.
                           ADMINISTRATION OF THE PLAN

8.01.    ADMINISTRATION AND AUTHORITIES.

         The Plan shall be administered by the Company and it shall have full
         discretionary authority to manage and control the operation and
         administration of the Plan, including the power to interpret provisions
         of the Plan, make determinations of fact, promulgate rules and
         regulations, determine benefit eligibility of individual and classes of
         Participants, delegate its powers and duties hereunder to the
         Committee, the Administrator or others and take such other action as it
         shall find necessary and appropriate to implement the provisions of the
         Plan. The Committee and the Administrator may retain attorneys,
         consultants, accountants or other persons (who may be employees of the
         Company or an Affiliated Corporation) to render advice and assistance
         and may delegate any of the authorities conferred on it to such persons
         as it shall determine to be appropriate to effect the discharge of its
         duties hereunder. The Company, the Predecessor Plan Sponsor, the
         Affiliated Corporations and any of their officers and employees shall
         be entitled to rely upon the advice, opinions, and determinations of
         any such persons. Any exercise of the authorities set forth in this
         Section, whether by the Company, the Committee,the Administrator, or
         their Delegate shall be final and binding upon the Company, its
         Affiliated Corporations, their officers, directors and affected
         Participants and beneficiaries.

8.02.    COMMITTEE.

         The Company has delegated to the Committee authority to make the final
         determination to grant or deny claims for benefits under the Plan with
         respect to Participants and to authorize disbursements according to the
         terms of the Plan.

8.03.    INDEMNIFICATION.

         No member of the Board or the Committee or the Administrator shall be
         personally liable by reason of any contract or other instrument
         executed by such individual on his or her behalf or in his or her
         capacity as a member of the Board, Committee or the Administrator nor
         for any mistake of judgment made in good faith, and the Company shall
         indemnify and hold harmless each member of the Board, each member of
         the Committee, the Administrator and each other employee, officer, or
         director of the Company or any Participating Company to whom any duty
         or power relating to the administration or interpretation of the Plan
         may be allocated or delegated, against any cost or expense (including
         attorneys' fees) or liability (including any sum paid in settlement of
         a claim) arising out of any act or omission to act in connection with
         the Plan unless arising out of such person's own fraud or bad faith.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 17


<PAGE>   18
8.04.    BENEFIT CLAIMS AND APPEALS.

                  (a) Benefit Claims. All claims for benefit payments under the
         Plan shall be submitted in writing by Participants to the person
         designated by the Company to make determinations as to eligibility for
         benefits under the Plan and such person shall notify the Participant in
         writing within 90 days after receipt as to whether the claim has been
         granted or denied. This period may be extended for up to an additional
         90 days in unusual cases provided that written notice of the extension
         is furnished to the claimant prior to the commencement of the
         extension. In the event the claim is denied, such notice shall (i) set
         forth the specific reason or reasons for denial, (ii) make reference to
         the pertinent Plan provisions on which the denial is based, (iii)
         describe any additional material or information necessary before the
         Participant's request may be acted upon favorably, and (iv) explain the
         procedure for appealing the adverse determination.

                  (b) Benefit Appeals. A Participant whose claim for benefits
         has been denied may, within 60 days of receipt of any adverse benefit
         determination, appeal such denial to the Committee. All appeals shall
         be in the form of a written statement and shall (i) set forth all of
         the reasons in support of favorable action on the appeal, (ii) identify
         those provisions of the Plan upon which the claimant is relying, and
         (iii) include copies of any other documents or materials which may
         support favorable consideration of the claim. The Committee shall
         decide the issues presented within 60 days after receipt of such
         request, but this period may be extended for up to an additional 60
         days in unusual cases provided that written notice of the extension is
         furnished to the claimant prior to the commencement of the extension.
         The decision of the Committee shall be set forth in writing, include
         specific reasons for the decision, refer to pertinent Plan provisions
         on which the decision is based, and shall be final and binding on all
         persons affected thereby.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 18


<PAGE>   19
                                   ARTICLE 9.
                       ADOPTION, AMENDMENT AND TERMINATION


9.01.    ADOPTION OF PLAN.

         Any Affiliated Corporation that participates in the Pension Plan may,
         with the consent of the Committee, elect to participate in the Plan.
         Such Affiliated Corporation shall become a Participating Company as of
         the date specified by the Committee in its resolution approving the
         participation of the Affiliated Corporation in the Plan.

9.02.    AMENDMENT AND TERMINATION.

         The Company is the Sponsor of the Plan and the Board or its delegate,
         may from time to time amend, modify or change the Plan as set forth in
         this document, and the Board or its delegate (acting pursuant to the
         Board's delegations of authority then in effect) may terminate the Plan
         at any time. Plan amendments may include, but are not limited to,
         elimination or reduction in the level or type of benefits provided to
         any class or classes or Participants, surviving lawful spouses and
         beneficiaries). Any and all Plan amendments may be made without the
         consent of any employee, Participant, spouse or beneficiary.
         Notwithstanding the foregoing, the exercise of the power to amend,
         modify or terminate the Plan shall be subject to the limitations
         described in paragraphs (a) and (b) below.

                  (a) Such amendment, modification or termination shall not
         affect the rights of any Participant or surviving lawful spouse,
         without his or her consent, to any benefit under the Plan to which such
         Participant or surviving lawful spouse may have previously become
         entitled as a result of disability, death or termination of employment
         which occurred prior to the later of the adoption date or the effective
         date of such amendment or termination.

                      Such amendment, modification or termination shall not
         affect the rights of any Participant or his or her surviving lawful
         spouse, without his or her consent, to any future benefits payable
         under ARTICLE 4 or ARTICLE 5, provided that, prior to the later of the
         adoption date or the effective date of such amendments or termination,
         such Participant either (i) had satisfied the requirements for
         eligibility for the benefits described in ARTICLE 4, other than the
         termination of employment requirement, or (ii) had begun to receive a
         disability allowance under ARTICLE 3. For purpose of determining a
         spouse's benefit, it shall be assumed that a Participant who is
         receiving a disability allowance as of the later of the adoption date
         or effective date of such amendment will continue to receive said
         allowance until his or her death. The annual basic pay used to compute
         such future benefits under ARTICLE 4 or ARTICLE 5 shall be the
         Participant's highest annual basic pay as described in SECTION 2.04 on
         any day during the term of his or her employment completed prior to the
         later of the adoption date or the effective date of such amendments or
         termination as if the Participant had terminated employment on that
         day.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 19

<PAGE>   20
9.03.    ACQUISITION OR DISPOSITION OF PARTICIPATING COMPANY.

                  (a) Subject to SECTION 9.02 of this Plan, in the event the
         Company sells, spins off, or otherwise disposes of an Affiliated
         Corporation, or disposes of all or substantially all of the assets of
         an Affiliated Corporation such that one or more Participants terminate
         employment for the purposes of accepting employment with the purchaser
         of such stock or assets, any person employed by such Affiliated
         Corporation who ceases to be an employee of the Company or an
         Affiliated Corporation as a result of the sale, spin-off, or
         disposition shall be deemed to have terminated his or her employment
         with a Participating Company for all relevant purposes under this Plan.

                  (b) Notwithstanding the foregoing provisions of this SECTION
         9.03, and subject to SECTION 9.02 of this Plan, if the sale, spin-off,
         or other disposition of the stock or assets of an Affiliated
         Corporation is to a Successor Plan Sponsor with the effect that the
         responsibility for the payment of benefits under this Plan is assumed
         by the Successor Plan Sponsor, the Successor Plan Sponsor shall be
         solely liable for the payment of the pension and death benefits
         described in this Plan, and the entitlement of any affected Participant
         or his or her surviving lawful spouse or beneficiary to benefits under
         this Plan shall terminate. Any Participant affected by this SECTION
         9.03(b) shall not be considered to have terminated his or her
         employment with the Company or a Participating Company for any purpose
         under this Plan.

                  (c) In the event that the Company acquires through spin-off,
         purchase, merger or otherwise, the stock or assets of a corporation or
         business unit that becomes a Participating Company with the result that
         certain of the acquired entity employees become Transition
         Participants, this Plan shall become solely responsible for the
         benefits payable to the Transition Participants pursuant to the terms
         of the agreement or agreements referred to in SECTION 2.14.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 20
<PAGE>   21
                                   ARTICLE 10.
                               GENERAL PROVISIONS

10.01.   EFFECTIVE DATE.

         This Plan shall be effective for Participants actively employed on or
         after October 1, 1996.

10.02.   ASSIGNMENT OF BENEFITS.

         The benefits payable hereunder or the right to receive future benefits
         under the Plan may not be anticipated, alienated, sold, transferred,
         assigned, pledged, executed upon, encumbered, or subjected to any
         charge or legal process; no interest or right to receive a benefit may
         be taken, either voluntarily or involuntarily, for the satisfaction of
         the debts of, or other obligations or claims against, such person or
         entity, including without limitation, any judgment or claim for
         alimony, support or separate maintenance pursuant to a domestic
         relations order within the meaning of Section 206(d)(3) of ERISA and
         claims in bankruptcy proceedings. Any such attempted disposition shall
         be null and void.

10.03.   CLAIMS RELEASE.

         In case of accident resulting in injury to or death of a Participant
         which entitles the Participant or his or her surviving lawful spouse to
         benefits under the Plan, the Participant or his or her surviving lawful
         spouse may elect to accept such benefits or to prosecute such claims at
         law as the Participant or the surviving lawful spouse may have against
         one or more Participating Companies. If an election is made to accept
         the benefits under the Plan, such election shall be in writing and
         shall release such Participating Company or such Participating
         Companies from all claims and demands that the Participant or his or
         her surviving lawful spouse may have against it, or against them,
         otherwise than under this Plan or under any other plan maintained by a
         Participating Company, on account of such accident. The right of the
         Participant to a disability allowance under ARTICLE 3 of the Plan shall
         lapse if election to accept such benefits, as above provided, is not
         made within sixty days after injury, or within such greater time as the
         Company shall fix for the making of such election.

10.04.   DAMAGE CLAIMS OR SUITS.

         Should a claim other than under this Plan or under any other plan
         maintained by a Participating Company be presented or suit brought
         against a Participating Company, for damages on account of injury or
         death of a Participant, nothing shall be payable under this Plan on
         account of such injury or death except as provided in SECTION 10.05,
         provided, however, that the Company may, in its discretion and upon
         such terms as it may prescribe waive this provision if such claims be
         withdrawn or if such suit be discontinued.

10.05.   JUDGMENT OR SETTLEMENT.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 21


<PAGE>   22
         In case any judgment is recovered against a Participating Company or
         any settlement is made of any claim or suit on account of the injury or
         death of a Participant, and the total amount which would otherwise have
         been payable under the Plan and under any other plan maintained by the
         Participating Company is greater than the amount paid on account of
         such judgment or settlement, the lesser of (a) the difference between
         such two amounts or (b) the amount which would otherwise have been
         payable under this Plan, may in the discretion of the Company, be
         distributed to the beneficiaries who would have received benefits under
         this Plan.

10.06.   FORFEITURE OF BENEFITS.

         All Benefits to which a Participant and his or her spouse would be
         otherwise eligible hereunder may be forfeited, at the discretion of the
         Board or of the Committee, if an individual without the Company's
         consent establishes a relationship with a competitor of the Company or
         engages in any activity in conflict with or adverse to the interests of
         the Company under the standards of the the Company's Non-Competition
         Guideline and as determined by the Board or the Committee in its sole
         discretion.

10.07.   PAYMENT UNDER LAW.

         In the case of any benefit, which the Committee shall determine to be
         of the same general character as a payment provided by the Plan, that
         is payable to any participant, to his or her beneficiaries, his or her
         estate or his or her annuitant under any law now in force or hereafter
         enacted, only the excess, if any, of the amount prescribed in the Plan
         above the amount of such payment prescribed by law shall be payable
         under the Plan; provided, however, that no benefit payable under the
         Plan shall be reduced by reason of any governmental benefit or pension
         payable on account of military service or by reason of any benefit
         which the recipient would be entitled to receive under the Social
         Security Act or Railroad Retirement Act. In those cases where, because
         of differences in the beneficiaries or in the time or methods of
         payment or otherwise, the determination of any such excess is not
         ascertainable by mere comparison but adjustments are necessary, the
         Committee or the Administrator, as applicable, shall, in its
         discretion, determine whether or not in fact any such excess exists and
         make the adjustments necessary to carry out in a fair and equitable
         manner the spirit of the provision for the payment of any such excess.

10.08.   GOVERNING LAW.

         To the extent such laws are not preempted by the laws of the United
         States of America, the Plan shall be governed by the laws of the State
         of New Jersey, except as to its principles of conflict of laws.

10.09.   SEVERABILITY.

         If any section, clause, phrase, provision or portion of this Plan or
         the application thereof to any person or circumstance shall be invalid
         or unenforceable under any applicable law, such event shall not affect
         or render invalid or unenforceable the remainder of this Plan and shall
         not affect the application of any section, clause, provision, or
         portion hereof to 


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 22
<PAGE>   23
         other persons or circumstances.

10.10.   FACILITY OF PAYMENT.

         If the Administrator shall find that any person to whom any amount is
         or was payable under the Plan is unable to care for his or her affairs
         because of illness or accident, then any payment, or any part thereof,
         due to such person (unless a prior claim therefor has been made by a
         duly appointed legal representative), may, if the Administrator so
         directs the Company, be paid to the same person or institution that
         benefit with respect to such person is paid or to be paid under the
         Pension Plan if applicable, or the Participant's lawful spouse, a
         child, a relative, an institution maintaining or having custody of such
         person, or any other person deemed by the Administrator to be a proper
         recipient on behalf of such person otherwise entitled to payment. Any
         such payment shall be in complete discharge of the liability of the
         Company, the Board, the Committee, the Administrator, and the
         Participating Company therefor. If any payment to which a Participant
         or beneficiary is entitled under this Plan is unclaimed or otherwise
         not subject to payment to the person or persons so entitled, such
         amounts representing such payment or payments shall be forfeited after
         a period of two years from the date the first such payment was payable
         and shall not escheat to any state or revert to any party; provided,
         however, that any such payment or payments shall be restored if any
         person otherwise entitled to such payment or payments makes a valid
         claim.

10.11.   HEADINGS.

         The captions of the preceding the sections and articles hereof have
         been inserted solely as a matter of convenience and shall not in any
         manner define or limit the scope or intent of any provision of the
         Plan.

10.12.   TAX WITHHOLDING.

         The Company shall withhold all federal, state, local or other taxes
         required by law to be withheld from payments or accruals under the
         Plan.

10.13.   FIDUCIARY RELATIONSHIP.

         Nothing contained in the Plan, and no action taken pursuant to the
         provisions of the Plan, shall create or be construed to create a trust
         or contract of any kind, or a fiduciary relationship between or among
         The Company, any other Participating Company, any Affiliated
         Corporation, the Board, the Administrator, the Committee, any
         Participant, employee, any surviving lawful spouse or any other person.


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 23

<PAGE>   24
10.14.   NO GUARANTEE OF EMPLOYMENT.

         Neither the Plan nor any action taken hereunder shall be construed as
         (i) a contract of employment or deemed to give any employee the right
         to be retained in the employment of a Participating Company, the right
         to any level of compensation, or the right to future participation in
         the Plan; or (ii) affecting the right of the Participating Company to
         discharge or dismiss any employee at any time.

10.15.   PLAN YEAR.

         For purposes of administering the Plan, the plan year shall begin on
         January 1 and end on December 31.

10.16.   ENTIRE PLAN.

         This written Plan document is the final and exclusive statement of the
         terms of this Plan, and any claim of right or entitlement under the
         Plan shall be determined in accordance with its provisions pursuant to
         the procedures described in ARTICLE 7. Unless otherwise authorized by
         the Board or its delegate, no amendment or modification to this Plan
         shall be effective until reduced to writing and adopted pursuant to
         SECTION 9.02.


IN WITNESS WHEREOF, the Company has caused this Plan to be effective on October
1, 1996, and to be executed on this ____ day of _________, 1996.

For Lucent Technologies Inc.


By:______________________________________
   Curtis R. Artis
   Senior Vice President, Human Resources

Attest: _________________________________
        Pamela F. Craven
        Vice President - Law
        Assistant Secretary


                                           LUCENT TECHNOLOGIES INC. OFFICERS LTD
                                                    AND SURVIVOR PROTECTION PLAN
                                                                         PAGE 24