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                                                      EXHIBIT (10)(iii)(A)9


                        LUCENT TECHNOLOGIES INC. OFFICER

                          INCENTIVE AWARD DEFERRAL PLAN

                           (Effective October 1, 1996)


1.  Eligibility

                  Any employee holding a position at Lucent Technologies Inc.
("Lucent") evaluated or classified above the "E-band" level and identified in
Lucent's records as an officer of Lucent (hereinafter "Officer") who was a
participant in the AT&T Senior Management Incentive Award Deferral Plan
("predecessor plan"), and any Officer of Lucent Technologies Inc. who is
eligible for an award under the Lucent Technologies Inc. Short Term Incentive
Plan (the "Short Term Incentive Plan") and/or who has been granted a Performance
Award or a Stock Unit Award under the Lucent Technologies Inc. 1996 Long Term
Incentive Program ("1996 Program"), shall be eligible to participate in this
Lucent Technologies Inc. Officer Incentive Award Deferral Plan (the "Plan"). For
purposes of the Plan, the term "Participating Company" shall include Lucent and
any of its Affiliates (as defined in the 1996 Program).

2.  Participation

                  (a) Prior to the beginning of any calendar year, any Officer
may elect to participate in the Plan by directing that (i) all or part of the
awards under the Short Term Incentive Plan, or the Performance Awards or the
Stock Unit Awards under the 1996 Program and/or (ii) all or part of the dividend
equivalent payments under the 1996 Program, which such employee would otherwise
receive currently in such calendar year and subsequent calendar years, shall be
credited to a deferred account subject to the terms of the Plan. However, in no
event shall the part of an award under any plan credited during 


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any calendar year be less than $1,000 (based on a valuation at the time the
award would otherwise be paid). There shall be no such minimum limitation on
amounts credited during any calendar year that are related to dividend
equivalent payments.

                  In addition, prior to the beginning of any calendar year, the
Chairman of the Board and any other Officer designated by the Chairman of the
Board may elect to participate in the Plan by directing that all or part of such
Officer's salary, which such employee would otherwise receive currently in such
calendar year and subsequent calendar years, shall be credited to a deferred
account subject to the terms of the Plan.

                  (b) Such an election to participate in the Plan shall be in
the form of a document executed by the employee and filed with the employee's
Participating Company. An election related to awards, dividend equivalent
payments and/ or salary otherwise payable currently in any calendar year shall
become irrevocable on the last day prior to the beginning of such calendar year.

                  (c) An election under this Plan (or the predecessor plan)
shall continue until the employee terminates or modifies such election by
written notice. Any such termination or modification shall become effective as
of the end of the calendar year in which such notice is given with respect to
all awards, dividend equivalents and/or salary otherwise payable in subsequent
calendar years.

                  (d) An eligible employee who has filed a termination of
election may thereafter again file an election to participate with respect to
awards, dividend equivalent payments and/or salary otherwise payable in calendar
years subsequent to the filing of such election.


3.       Deferred Accounts

                  (a) Deferred amounts related to awards, dividend equivalent
payments which would otherwise have been distributed in cash by a Participating
Company and deferred amounts related to salary, including amounts previously
deferred under the 


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predecessor plan and credited under this Plan, shall be credited to the
employee's account and shall bear interest from the date the awards, dividend
equivalent payments and/or salary would otherwise have been paid. The interest
credited to the account will be compounded at the end of each calendar quarter,
and the annual rate of interest applied at the end of any calendar quarter shall
be determined by the Lucent Board of Directors from time to time.

                  (b) Deferred amounts related to awards which would otherwise
have been distributed in Lucent common shares by a Participating Company shall
be credited to the employee's account as deferred Lucent shares. The employee's
account shall also be credited on each dividend payment date for Lucent shares
with an amount equivalent to the dividend payable on the number of Lucent common
shares equal to the number of deferred Lucent shares in the employee's account
on the record date for such dividend. Such amount shall then be converted to a
number of additional deferred Lucent shares determined by dividing such amount
by the price of Lucent common shares, as determined in the following sentence.
The price of Lucent common shares related to any dividend payment date shall be
the average of the daily high and low sale prices of Lucent common shares on the
New York Stock Exchange ("NYSE") for the period of five trading days ending on
such dividend payment date, or the period of five trading days immediately
preceding such dividend payment date if the NYSE is closed on the dividend
payment date.

                  (c) In the event of any change in outstanding Lucent common
shares by reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or other similar corporate
change, the Lucent Board of Directors shall make such adjustments, if any, that
it deems appropriate in the number of deferred Lucent shares then credited to
employees' accounts. Any and all such adjustments shall be conclusive and
binding upon all parties concerned.


4.       Distribution


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                  (a) At the time an eligible employee makes an election to
participate in the Plan (or the predecessor plan), the employee shall also make
an election with respect to the distribution (during the employee's lifetime or
in the event of the employee's death) of the amounts credited to the employee's
deferred account. Such an election related to the distribution during the
employee's lifetime, of amounts otherwise payable currently in any calendar
year, shall become irrevocable on the last day prior to the beginning of such
calendar year. Any election related to the distribution of deferred amounts
under the predecessor plan shall continue in effect under this Plan. The
election related to the distribution in the event of the employee's death,
including the designation of a beneficiary or beneficiaries, may be changed by
the employee at any time by filing the appropriate document with the Secretary
of the Company.

                  Amounts credited as cash plus accumulated interest shall be
distributed in cash; amounts credited as deferred Lucent shares shall be
distributed in the form of an equal number of Lucent shares.

                  (b) An employee may elect to receive the amounts credited to
the employee's account in one payment or in some other number of approximately
equal annual installments (not exceeding 20), provided however, that the number
of annual installments may not extend beyond the life expectancy of the
employee, determined as of the date the first installment is paid. The
employee's election shall also specify that the first installment (or the single
payment if the employee has so elected) shall be paid either (1) on the first
day of the calendar quarter next following the end of the month in which the
employee attains the age specified in such election, which age shall not be
earlier than age 55 or later than age 70-1/2, (2) on the first day of the
calendar quarter next following the end of the month in which the employee
retires from a Participating Company or otherwise terminates employment with any
Participating Company (except for a transfer to another Participating Company);
provided, however, that the Lucent Board of Directors or the Corporate
Governance and Compensation Committee of such Board may, in its sole 


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discretion, direct that the first installment (or the single payment) shall be
paid on the first day of the first calendar quarter in the calendar year next
following the year of retirement or other termination of employment, or (3) on
the first day of the first calendar quarter in the calendar year next following
the calendar year in which the employee retires from a Participating Company or
otherwise terminates employment with any Participating Company (except for a
transfer to another Participating Company).

                  (c) Notwithstanding an election pursuant to Paragraph (b) of
this Section 4, the entire amount then credited to an employee's account shall
be paid immediately in a single payment (a) if the employee is discharged for
cause by his or her Participating Company, (b) if the Board of Directors of such
Participating Company determined that the employee engaged in misconduct in
connection with the employee's employment with the Participating Company, (c) if
the employee without the consent of the Board of Directors of his or her
Participating Company, while employed by such Participating Company or after the
termination of such employment, engages in "competitive activity" as such term
is defined in the Lucent Technologies Inc. Non-Competition Guideline as in
effect from time to time.

                  (d) An employee may elect that, in the event the employee
should die before full payment of all amounts credited to the employee's
account, the balance of the deferred amounts shall be distributed in one payment
or in some other number of approximately equal annual installments (not
exceeding 10) to the beneficiary or beneficiaries designated in writing by the
employee, or if no designation has been made, to the estate of the employee. The
first installment (or the single payment if the employee has so elected) shall
be paid on the first day of the calendar quarter next following the month of
death; provided, however, that the Lucent Board of Directors or the Corporate
Governance and Compensation Committee of such Board may, in its sole discretion,
direct that the first installment (or the single payment) shall be paid on the
first day of the first calendar quarter in the calendar year next following the
year of death.


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                  (e) Installments subsequent to the first installment to the
employee, or to a beneficiary or to the employee's estate, shall be paid on the
first day of the applicable calendar quarter in each succeeding calendar year
until the entire amount credited to the employee's deferred account shall have
been paid. Deferred amounts held pending distribution shall continue to be
credited with interest or additional deferred Lucent shares, as applicable,
determined in accordance with Section 3(a) and (b).

                  (f) In the event an employee, or the employee's beneficiary
after the employee's death, incurs a severe financial hardship, the Lucent Board
of Directors or the Corporate Governance and Compensation Committee of such
Board, in its sole discretion, may accelerate or otherwise revise the payment
schedule from the employee's account to the extent reasonably necessary to
eliminate the severe financial hardship. For the purpose of this subsection (f),
a severe financial hardship must have been caused by an accident, illness, or
other event beyond the control of the employee or, if applicable, the
beneficiary.

                  (g) The obligation to make a distribution of deferred amounts
credited to an employee's account during any calendar year plus the additional
amounts credited on such deferred amounts pursuant to Section 3(a) and (b) shall
be borne by the Participating Company which otherwise would have paid the
related award or salary currently. However, the obligation to make distribution
with respect to deferred amounts which are related to amounts credited as
deferred amounts under the predecessor plan, and with respect to which no
Participating Company would otherwise have paid the related award or deferred
amount currently, shall be borne by the Participating Company to which the
Participant has been assigned as of October 1, 1996.


5.       Miscellaneous

                  (a) The deferred amounts, including amounts previously
deferred under the predecessor plan and credited under this Plan, shall be held
in the general funds of the 


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Participating Companies. The Participating Companies shall not be required to
reserve, or otherwise set aside, funds for the payment of such amounts.

               (b) The rights of an employee to any deferred amounts plus the
additional amounts credited pursuant to Section 3(a) and (b) shall not be
subject to assignment by the employee.

               (c) The Senior Vice President - Human Resources of Lucent shall
have the authority to administer and to interpret the Plan.

               (d) The Lucent Board of Directors may at any time amend the Plan
or terminate the Plan, but such amendment or termination shall not adversely
affect the rights of any employee, without his or her consent, to any benefit
under the Plan to which such employee may have previously become entitled prior
to the effective date of such amendment or termination. The Senior Vice
President - Human Resources of Lucent with the concurrence of the Senior Vice
President and General Counsel of Lucent shall be authorized to make minor or
administrative changes to the Plan, as well as amendments required by applicable
federal or state law (or authorized or made desirable by such statutes).


Approved and Adopted

_______________________________                   Date:_________________________