<PAGE>   1
                                                      EXHIBIT (10)(iii)(A)6

                            LUCENT TECHNOLOGIES INC.
                             MID-CAREER PENSION PLAN




                            Lucent Technologies Inc.
                                       and
                   Such of its Subsidiary Companies which are
                             Participating Companies

                            Effective October 1, 1996
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                            LUCENT TECHNOLOGIES INC.
                            MID-CAREER PENSION PLAN

                                TABLE OF CONTENTS


1. INTRODUCTION AND PURPOSE...................................................1

2. DEFINITIONS................................................................2
     2.1. ADEA................................................................2
     2.2. AFFILIATED CORPORATION..............................................2
     2.3. AT&T................................................................2
     2.4. ADMINISTRATOR.......................................................2
     2.5. BOARD...............................................................2
     2.6. CODE................................................................2
     2.7. COMMITTEE...........................................................2
     2.8. COMPANY.............................................................2
     2.9. COMPENSATION........................................................2
     2.10. D-BAND.............................................................3
     2.11. EXECUTIVE..........................................................3
     2.12. ERISA..............................................................3
     2.13. INTERCHANGE AGREEMENT..............................................3
     2.14. INTERCHANGE COMPANY................................................3
     2.15. LUCENT.............................................................3
     2.16. LUCENT CONTROLLED GROUP............................................3
     2.17. MANDATORY RETIREMENT AGE...........................................3
     2.18. MID-CAREER PENSION CREDITS.........................................3
     2.19. NORMAL RETIREMENT AGE..............................................4
     2.20. PARTICIPATING COMPANY..............................................4
     2.21. PENSION PLAN.......................................................4
     2.22. PLAN...............................................................4
     2.23. PREDECESSOR PLAN...................................................4
     2.24. PLAN YEAR..........................................................4
     2.25. SUBSIDIARY.........................................................4
     2.26. TERM OF EMPLOYMENT.................................................4
     2.27. TRANSFERRED INDIVIDUAL.............................................5

3. ADMINISTRATION.............................................................6
     3.1. ADMINISTRATION......................................................6
     3.2. ROLE OF THE COMMITTEE...............................................6
     3.3. CLAIMS PROCEDURE....................................................6
          (a) Benefit Claims..................................................6
          (b) Benefit Appeals.................................................6
          (c) Final Review....................................................7
     3.4. INDEMNIFICATION.....................................................7
     3.5. NAMED FIDUCIARIES...................................................7
     3.6. ALLOCATION OF RESPONSIBILITIES......................................7
     3.7. MULTIPLE CAPACITIES.................................................8

4. BENEFITS...................................................................9
     4.1. PARTICIPANT.........................................................9
     4.2. ELIGIBILITY.........................................................9


                                      -i-
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                            LUCENT TECHNOLOGIES INC.
                             MID-CAREER PENSION PLAN


          (a) Employee........................................................9
          (b) Service and Disability Benefit.................................10
          (c) Deferred Benefit...............................................10
          (d) Contingent Benefits............................................10
     4.3. BENEFIT AMOUNTS....................................................10
          (a) Calculation of Monthly Pension Benefit.........................10
          (b) Early Retirement Discount......................................12
          (c) Deferred Benefit Amount........................................13
          (d) Management Pension Enhancement.................................13
          (e) Special Increases..............................................13
     4.4. TREATMENT DURING SUBSEQUENT EMPLOYMENT.............................13
     4.5. COMMENCEMENT AND DURATION OF PAYMENTS..............................13
          (a) Service or Disability Benefit..................................13
          (b) Deferred Benefit...............................................14
     4.6. FORFEITURE OF BENEFITS.............................................14

5. GENERAL PROVISIONS........................................................15
     5.1. NO GUARANTEE OF EMPLOYMENT.........................................15
     5.2. ASSIGNMENT OR ALIENATION...........................................15
     5.3. BREAKS IN SERVICE..................................................15
     5.4. LEAVE OF ABSENCE...................................................15
     5.5. METHOD OF PAYMENT..................................................15
     5.6. AMOUNTS ACCRUED PRIOR TO DEATH.....................................15
     5.7. FACILITY OF PAYMENT................................................15
     5.8. OPTION DURING DISABILITY...........................................16
     5.9. PAYMENTS UNDER LAW.................................................16
     5.10. BINDING EFFECT....................................................16
     5.11. SEVERABILITY......................................................17
     5.12. HEADINGS..........................................................17
     5.13. ENTIRE PLAN.......................................................17

6. PLAN MODIFICATION.........................................................18
     6.1. AMENDMENT AND TERMINATION..........................................18

7. SOURCE OF PAYMENT.........................................................19
     7.1. SOURCE OF PAYMENTS.................................................19
     7.2. UNFUNDED STATUS....................................................19

8. DISPOSITION OF PARTICIPATING COMPANY......................................20
     8.1. SALE, SPIN-OFF, OR OTHER DISPOSITION OF PARTICIPATING COMPANY......20


                                      -ii-
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                            LUCENT TECHNOLOGIES INC.
                             MID-CAREER PENSION PLAN

         ADOPTED effective October 1, 1996


                                     ARTICLE
                                       1.
                            INTRODUCTION AND PURPOSE

         The purpose of the Lucent Technologies Inc. Mid-Career Pension Plan
(the "Plan") is to provide certain unfunded single life pension payments, as set
forth more fully herein, to eligible employees of the Company and such other
subsidiaries of the Company that become Participating Companies. The Plan is
intended to constitute an unfunded pension plan for a select group of management
or highly compensated employees for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended.

         The Plan is a successor to the AT&T Mid-Career Pension Plan in effect
as of September 30, 1996 with respect to Transferred Individuals (as defined in
Article 2). The Plan assumes and is solely responsible for all liabilities as of
September 30, 1996 relating to Transferred Individuals. 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 Mid-Career
Pension Plan in effect as of September 30, 1996. Effective as of the date an
individual becomes a "Transition Individual" (as defined in Section 1.38(b) or
(c) of the Management Interchange Agreement or Section 1.30(b) or (c) of the
Occupational Interchange Agreement), the Plan shall also assume and be solely
responsible for all liabilities relating to such Transition Individuals. 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 Mid-Career Pension Plan in effect at termination of
the Transferred Individual's employment shall be deemed to be incorporated in
this Plan and shall govern.
<PAGE>   5
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


                                     ARTICLE
                                       2.
                                   DEFINITIONS

         Unless the context clearly indicates otherwise, the following terms
have the meanings described below when used in this Plan and references to a
particular Article or Section shall mean the Article or Section so delineated in
this Plan.

2.1.     ADEA

         The Age Discrimination in Employment Act of 1967, and as it may be
amended from time to time.

2.2.     AFFILIATED CORPORATION

         Any corporation of which more than 50 percent of the voting stock is
owned directly or indirectly by AT&T.

2.3.     AT&T

         AT&T Corp., a New York Corporation, or its successors.

2.4.     ADMINISTRATOR

         The "Pension Plan Administrator" under the Pension Plan, or such other
person or entity designated by the Company.

2.5.     BOARD

         The Board of Directors of the Company.

2.6.     CODE

         The Internal Revenue Code of 1986, as amended from time to time. Any
reference to a particular section of the Code includes any applicable
regulations promulgated under that section.

2.7.     COMMITTEE

         The Employee Benefits Committee appointed by the Company to administer
the Pension Plan.

2.8.     COMPANY

         Lucent Technologies Inc., a Delaware corporation, or its successors.

2.9.     COMPENSATION

         "Compensation" within the meaning of the Pension Plan.


ARTICLE 2                             -2-                            DEFINITIONS
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                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


2.10.    D-BAND

         "D-band," formerly D-Level, Fourth level and SG-10 and SG-11, shall
mean the level directly above C-band, or any equivalent salary grade or level as
determined by the Company.

2.11.    EXECUTIVE

         "Executive," formerly E-Level, E-band, Fifth level and SG-12 through
SG-14, shall mean the level directly above D-band, or any equivalent salary
grade or level as determined by the Company.

2.12.    ERISA

         The Employee Retirement Income Security Act of 1974, as amended from
time to time. Any reference to a particular section of ERISA includes any
applicable regulations promulgated under that section.

2.13.    INTERCHANGE AGREEMENT

         An "Interchange Agreement" within the meaning of the Pension Plan.

2.14.    INTERCHANGE COMPANY

         An "Interchange Company" within the meaning of the Pension Plan.

2.15.    LUCENT

         The Company, its subsidiaries and any successors to such entity.

2.16.    LUCENT CONTROLLED GROUP

         The "Lucent Controlled Group" within the meaning of the Pension Plan.

2.17.    MANDATORY RETIREMENT AGE

         Age 65 for those employees referred to in ADEA Section 12(c)(1) of ADEA
or at such later time as may first be permissible under such section. For those
employees for whom age is a bona fide occupational qualification within the
meaning of ADEA Section 4(f)(1), the Mandatory Retirement Age shall be as may be
applicable under the ADEA.

2.18.    MID-CAREER PENSION CREDITS

(a) For those employees hired or rehired at Executive level or above, and all of
whose Term of Employment is at Executive level or above, Mid-Career Pension
Credits is the difference between 35 years and the Term of Employment that could
accrue if the employee worked to the later of Normal Retirement Age, retirement
or termination of employment, provided that the Mid-Career Pension Credits shall
not exceed the actual Term of Employment and shall not include any part-time
service if the employee was hired by Lucent on or after November 18, 1981.


ARTICLE 2                             -3-                            DEFINITIONS
<PAGE>   7
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN

         (b) For those employees hired or rehired at D-band or above, and whose
Term of Employment includes service at D-band or below, Mid-Career Pension
Credits is computed by multiplying the employee's Mid-Career Pension Credits as
defined in Section 2.18(a), by a fraction, the numerator of which shall be the
number of years and months of service completed with a Participating Company
(or, with respect to Transferred Individuals, a "Participating Company" under
the Predecessor Plan) at Executive level and above, and the denominator of which
shall be the actual Term of Employment at termination of employment, provided,
however, that for any Transferred Individual on the active roll of AT&T as of
August 29, 1991, his or her benefit under this Plan shall equal the greater of
the benefit calculated under the definition of Mid-Career Pension Credits in
this Section 2.18(b) as of the Transferred Individual's retirement or
termination of employment or the benefit accrued under the Predecessor Plan as
of August 29, 1991.

2.19.    NORMAL RETIREMENT AGE

         "Normal Retirement Age" within the meaning of the Pension Plan.

2.20.    PARTICIPATING COMPANY

         The Company or any subsidiary of the Company which is a Participating
Company under the Pension Plan.

2.21.    PENSION PLAN

         The Lucent Technologies Inc. Management Pension Plan.

2.22.    PLAN

         This Lucent Technologies Inc. Mid-Career Pension Plan.

2.23.    PREDECESSOR PLAN

         The AT&T Mid-Career Pension Plan for that portion of the plan which
provided benefit coverage to certain Lucent employees prior to October 1, 1996.

2.24.    PLAN YEAR

         The Plan Year for the Plan shall be January 1 through December 31,
provided, however, that the first Plan Year shall begin on October 1 and end on
December 31.

2.25.    SUBSIDIARY

         Any corporation of which more than 80% of the voting stock is owned
directly or indirectly by AT&T.

2.26.    TERM OF EMPLOYMENT

         "Term of Employment" within the meaning of the Pension Plan for
purposes calculating the amount of an employee's benefit, except that "Term of
Employment" shall not include any period of part-time employment completed after
November 18, 1981, in the case of an employee


ARTICLE 2                             -4-                            DEFINITIONS
<PAGE>   8
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


hired or rehired by a Participating Company (or, with respect to Transferred
Individuals, a "Participating Company" under the Predecessor Plan) on or after
November 18, 1981.

2.27.    TRANSFERRED INDIVIDUAL

         A "Transferred Individual" within the meaning of the Employee Benefits
Agreement between AT&T and the Company dated as of February 1, 1996, as amended.


ARTICLE 2                             -5-                            DEFINITIONS
<PAGE>   9
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


                                     ARTICLE
                                       3.
                                 ADMINISTRATION

3.1      ADMINISTRATION

         The Company shall be the "plan administrator" and the "sponsor" of the
Plan as those terms are defined in ERISA.

3.2.     ROLE OF THE COMMITTEE

         (a) The Committee shall have the specific powers elsewhere herein
granted to it and shall have such other powers as may be necessary in order to
enable it to administer the Plan, except for powers herein granted or provided
to be granted to others.

         (b) The procedures for the adoption of by-laws and rules of procedure
and for the employment of a secretary and assistants shall be the same as are
set forth in the Pension Plan.

3.3.     CLAIMS PROCEDURE

         (a) BENEFIT CLAIMS

         All claims for benefit payments under the Plan shall be submitted in
writing by the Participant or any individual duly authorized by him ("Claimant"
for purposes of Section 3.3) to the Administrator. The Administrator shall
notify the Claimant 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 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 Claimant's request may be acted upon, and
(iv) explain the procedure for appealing the adverse determination.

         (b) BENEFIT APPEALS

         A Claimant whose claim for benefits has been denied, in whole or in
part, 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.


ARTICLE 3                             -6-                         ADMINISTRATION
<PAGE>   10
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


         Any Claimant whose claim for benefits has been denied shall have such
further rights of review as are provided in ERISA Section 503, and the Committee
and Administrator shall retain such right, authority, and discretion as is
provided in or not expressly limited by ERISA Section 503.

         (c) FINAL REVIEW

         The Committee shall serve as the final review committee, under the Plan
and ERISA, for the review of all appeals by Claimants, whose initial claims for
benefits have been denied, in whole or in part, by the Administrator. The
Committee shall have the authority to determine conclusively for all parties any
and all questions arising from administration of the Plan, and shall have sole
and complete discretionary authority and control to manage the operation and
administration of the Plan, including, but not limited to, authorizing
disbursements according to the Plan, the determination of all questions relating
to eligibility for participation and benefits, interpretation of all Plan
provisions, determination of the amount and kind of benefits payable to any
Participant, and the construction of disputed and doubtful terms. Such decisions
by the Committee shall be conclusive and binding on all parties and not subject
to further review.

3.4.     INDEMNIFICATION

         Neither the Administrator, any member of the Board or of the Committee,
nor each other employee or officer to whom any duty or power relating to the
administration or interpretation of the Plan may be allocated or delegated,
shall be personally liable by reason of any contract or other instrument
executed by such individual or on his or her behalf in his or her capacity as
the Administrator or as a member of the Board or of the Committee, nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless the Administrator, each member of the Board, each member of the
Committee, and each other employee or officer 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.

3.5.     NAMED FIDUCIARIES

         The Committee, the Administrator and each Participating Company is each
a named fiduciary as that term is used in ERISA with respect to the particular
duties and responsibilities allocated to each of them.

3.6.     ALLOCATION OF RESPONSIBILITIES

         The Company may allocate responsibilities for the operation and
administration of the Plan consistent with the Plan's terms, including
allocation of responsibilities to the Committee and the other Participating
Companies. The Company and other named fiduciaries may designate in writing
other persons to carry out their respective responsibilities under the Plan, and
may employ persons to advise them with regard to any such responsibilities.


ARTICLE 3                             -7-                         ADMINISTRATION
<PAGE>   11
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


3.7.     MULTIPLE CAPACITIES

         Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan.


ARTICLE 3                             -8-                         ADMINISTRATION
<PAGE>   12
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN

                                     ARTICLE
                                       4.
                                    BENEFITS

4.1.     PARTICIPANT

         An individual is a Participant in this Plan if (a) the individual was
hired or rehired by a Participating Company (or, with respect to Transferred
Individuals, a "Participating Company" under the Predecessor Plan) at age 35 or
older, and (b) the individual was hired or rehired by a Participating Company
(or, with respect to Transferred Individuals, a "Participating Company" under
the Predecessor Plan) at D-band or above, and (c) the individual's Term of
Employment includes at least one year of continuous employment for a
Participating Company (or, with respect to Transferred Individuals, a
"Participating Company" under the Predecessor Plan) at D-band or above,
provided, however, that if an individual was hired or rehired by a Participating
Company (or, with respect to Transferred Individuals, a "Participating Company"
under the Predecessor Plan) on or after November 18, 1981, such continuous
employment was on a full-time basis (as classified by the Company), and (d) the
individual terminates employment at Executive level or above.

4.2.     ELIGIBILITY

         (a) EMPLOYEE

         For purposes of this Article 4, the word "Employee" shall mean (a) a
Participant, as defined in Section 4.1 and (b) who (i) if hired or rehired by
AT&T before November 18, 1981, has completed a Term of Employment of at least
five years for one or more Participating Companies (including, with respect to
Term of Employment before October 1, 1996, with "Participating Companies" under
the Predecessor Plan) at Executive level or above, prior to the last day of the
month in which he or she reaches Normal Retirement Age, or (ii) if hired or
rehired on or after November 18, 1981, has completed a Term of Employment of at
least five years, classified by the Company as full-time, for one or more
Participating Companies (including, with respect to Term of Employment before
October 1, 1996, with "Participating Companies" under the Predecessor Plan) at
Executive level or above, prior to the last day of the month in which he or she
reaches Normal Retirement Age, provided, however, that unless approved by the
Board, or its delegate, an individual is not an Employee if:

                  (i) the individual (ineligible to participate in this Plan
         because he or she was hired after age 35 and/or he or she was hired
         below D-band) terminates employment with a Participating Company, and
         is rehired by a Participating Company within one year of his or her
         termination of employment;

                  (ii) the individual terminates employment with a company with
         which a Participating Company has an Interchange Agreement, and is
         hired by a Participating Company within one year of termination of
         employment, if the individual has not waived coverage pursuant to the
         terms of the applicable Interchange Agreement;


ARTICLE 4                             -9-                               BENEFITS
<PAGE>   13
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


                  (iii) the individual terminates employment with a company in
         which a Participating Company has an ownership interest, and is hired
         or rehired by a Participating Company within one year of termination of
         employment, unless he or she was a Participant in the Plan prior to
         employment with the Lucent non-Controlled Group company or the
         nonparticipating Controlled Group company; or

                  (iv) the individual is employed by a company which is acquired
         by a Participating Company.

         (b) SERVICE AND DISABILITY BENEFIT

         Any Employee shall be eligible for a service benefit or a disability
benefit pursuant to this Plan if he or she is eligible for a service or a
disability pension pursuant to the Pension Plan, including an Employee who is
eligible for a service pension as the result of a Transition Leave of Absence or
a Transition to Retirement as set forth in the Pension Plan.

         (c) DEFERRED BENEFIT

         Any Employee is eligible for a deferred benefit pursuant to this Plan
if the Employee is not eligible for either a service or a disability pension
under the Pension Plan.

         (d) CONTINGENT BENEFITS

         An Employee whose job category has been reclassified during the
Grandfathering Period, defined below, from Executive level to a level below
Executive level, and who has completed a Term of Employment of at least five
years at (1) Executive level or above, or (2) the reclassified level below
Executive level prior to the end of the Grandfathering period, shall be entitled
to a frozen benefit under this Plan based upon the terms of this Plan (or the
Predecessor Plan) and his or her Term of Employment as of the last day of the
Grandfathering Period, provided, however, that such employee shall not be
entitled to a benefit under this Plan if he or she has been demoted for
performance subsequent to job reclassification and prior to attainment of the
requisite number of years of benefit eligibility. The Grandfathering Period
shall be January 1, 1986 through the later of December 31, 1988 or the last day
of the calendar year in which the job has been reclassified. If an Employee
whose job has been reclassified, as described in this Section 4.2(d), is
promoted to Executive level or above, his or her benefit under this Plan shall
be calculated as if his or her job had never been reclassified.

4.3.     BENEFIT AMOUNTS

         (a) CALCULATION OF MONTHLY PENSION BENEFIT

             (i)   FORMULA

         The annual benefit amount will equal:

             A*[(B*C)+(D*E)]

                   +


ARTICLE 4                             -10-                              BENEFITS
<PAGE>   14
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


             A*[(F*G)+(H*I)]

         Where:

                  A =  Mid-Career Pension Credits;

                  B =  One-half of the Pension Plan Base Formula Multiplier;

                  C =  Average Base Period Compensation x Term of Employment to
                       the end of the Base Period divided by Total Term of
                       Employment;

                  D =  One-half of the Lucent Technologies Inc. Non-Qualified
                       Pension Plan ("NQPP") Base Formula Multiplier;

                  E =  NQPP Average Base Period Compensation x Term of
                       Employment to the end of the Base Period divided by
                       Total Term of Employment;

                  F =  One-half of the Pension Plan Post-Base Formula
                       Multiplier;

                  G =  Post-Base Period Compensation divided by Total Term of
                       Employment;

                  H =  One-half of the NQPP Post-Base Formula Multiplier;

                  I =  NQPP Post-Base Period Compensation divided by Total Term
                       of Employment.

             (ii)  MID-CAREER PENSION CREDITS

         For purposes of determining A in Section 4.3(a)(i), "Mid-Career Pension
Credits" is defined in Section 2.18(a) or (b), as applicable.

             (iii) BASE PERIOD

         For purposes of determining B and C in Section 4.3(a)(i), "Base Period"
shall be the January 1, 1987 to December 31, 1992 pay base averaging period as
is set forth in the Pension Plan, provided, however, that if an Employee's
benefit under the Pension Plan is determined under an earlier pay base averaging
period, such other pay base averaging period shall be used for determining B & C
in Section 4.3(a)(i). For purposes of determining D and E in Section 4.3(a)(i),
"Base Period" shall be the 1989 Base Period as is set forth in the Basic Formula
of the NQPP.

             (iv)  BASE FORMULA MULTIPLIER

         For purposes of determining B in Section 4.3(a)(i), the "Pension Plan
Base Formula Multiplier" shall be the numerical percentage which is multiplied
by the Employee's average annual Compensation for the Base Period, in the
calculation of the Employee's accrued pension benefit under the Pension Plan.
For purposes of determining D in Section 4.3(a)(i), the "NQPP Base Formula
Multiplier" shall be the numerical percentage which is multiplied by the


ARTICLE 4                             -11-                              BENEFITS
<PAGE>   15
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN



Employee's average annual Short Term Incentive Awards for the Base Period, in
the calculation of the Employee's accrued pension benefit under the Basic
Formula of the NQPP.

               (v)    AVERAGE BASE PERIOD COMPENSATION

         For purposes of determining C in Section 4.3(a)(i), "Average Base
Period Compensation" shall be the Employee's average annual Compensation for the
Base Period, in the calculation of the Employee's accrued pension benefit under
the Pension Plan, except that Compensation shall be defined for this purpose as
not being limited by Code Section 401(a)(17). For purposes of determining E in
Section 4.3(a)(i), "NQPP Average Base Period Compensation" shall be the average
annual Short Term Incentive Awards for the Base Period in the calculation of the
Employee's accrued pension benefit under the Basic Formula of the NQPP.

               (vi)   TOTAL TERM OF EMPLOYMENT

         For purposes of determining C, E, G & I in Section 4.3(a)(i), "Total
Term of Employment" shall be the Employee's actual Term of Employment as of
retirement or termination of employment.

               (vii)  POST-BASE FORMULA MULTIPLIER

         For purposes of determining F in Section 4.3(a)(i), "Pension Plan
Post-Base Formula Multiplier" shall be the numerical percentage which is
multiplied by the Employee's Compensation for periods after the Base Period, in
the calculation of the Employee's accrued pension benefit under the Pension
Plan. For purposes of determining H in Section 4.3(a)(i), the "NQPP Post-Base
Formula Multiplier" shall be the numerical percentage which is multiplied by the
Employee's Short Term Incentive Awards for periods after the Base Period, in the
calculation of the Employee's accrued pension benefit under the Basic Formula of
the NQPP.

               (viii) POST-BASE PERIOD COMPENSATION

         For purposes of determining G in Section 4.3(a)(i), "Post-Base Period
Compensation" shall be the Employee's Compensation after the Base Period, in the
calculation of the Employee's accrued pension benefit under the Pension Plan,
except that Compensation shall be defined for this purpose as not being limited
by Code Section 401(a)(17). For purposes of determining I in Section 4.3(a)(i),
"NQPP Post-Base Period Compensation" shall be the Employee's Short Term
Incentive Awards for periods after the Base Period, in the calculation of the
Employee's accrued pension benefit under the Basic Formula of the NQPP.

         (b) EARLY RETIREMENT DISCOUNT

         Where an Employee terminates from service under the age of 55 years and
commences a service pension under the Pension Plan, his or her monthly service
benefit, as set forth in Section 4.2(b), shall be reduced in the same manner as
is set forth in the Pension Plan in the case of service pensions.


ARTICLE 4                             -12-                              BENEFITS
<PAGE>   16
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


         (c) DEFERRED BENEFIT AMOUNT

         The monthly benefit amount for each person eligible for a deferred
benefit under the provisions of Section 4.2(c) shall be calculated exclusively
in accordance with the provisions specified as applicable to those receiving a
benefit under Section 4.2(b) effective as of the date his or her benefit
payments commence pursuant to Section 4.5(b). No recomputation of the benefit
shall be made after such date or as a result of amendments made to this Plan
subsequent to such date.

         (d) MANAGEMENT PENSION ENHANCEMENT

         The calculation of benefit amounts and eligibility for a benefit amount
shall be determined without regard to the Management Pension Enhancement as is
set forth in the Pension Plan.

         (e) SPECIAL INCREASES

         Monthly service and disability benefit payments, as determined in
Section 4.3(a), of retired employees shall be increased by the same percentage
and pursuant to the same terms and conditions as are set forth in the Pension
Plan.

4.4.     TREATMENT DURING SUBSEQUENT EMPLOYMENT

         Notwithstanding any other provision of this Plan, employment with any
Participating Company or with any Interchange Company (if the Employee is
covered by the applicable Interchange Agreement and, if applicable, has not
waived coverage pursuant to the terms of the Interchange Agreement), subsequent
to retirement or termination of employment with entitlement to any type of
benefit described heretofore shall result in the permanent suspension of the
benefit for the period of such employment or reemployment. Notwithstanding any
other provision of this Plan, employment with any Lucent Controlled Group
company which is not a Participating Company subsequent to retirement or
termination of employment with entitlement to any type of benefit described
heretofore shall result in the permanent suspension of the benefit for the
period of such employment or reemployment if the Employee's benefit under the
Pension Plan is suspended by reason of such employment.

4.5.     COMMENCEMENT AND DURATION OF PAYMENTS

         Except for the reasons specified in Section 4.6, or as may be otherwise
determined by the Company, benefits granted under this Plan shall commence as
follows:

         (a) SERVICE OR DISABILITY BENEFIT

         Payment of a service or disability benefit under this Plan shall
commence to an Employee at the same time as the Employee's service or disability
pension benefits commence under the Pension Plan and shall continue to the
Employee's date of death, or, in the case of a disability benefit, until
termination of disability pension payments under the Pension Plan, if earlier,
subject to Section 4.4 of this Plan.


ARTICLE 4                             -13-                              BENEFITS
<PAGE>   17
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


         (b) DEFERRED BENEFIT

             (i) Payment of a deferred benefit under this Plan shall commence to
         an Employee at the same time as the Employee's deferred vested pension
         benefits commence under the Pension Plan and shall continue to the
         Employee's date of death, subject to Section 4.4 of this Plan.

             (ii) Eligibility for a deferred benefit payable before Normal
         Retirement Age in reduced amounts shall be pursuant to the same terms
         and conditions as are set forth in the Pension Plan with respect to
         deferred vested pensions.

4.6. FORFEITURE OF BENEFITS

         (a) Notwithstanding Section 4.5, all or a portion of benefits for which
an Employee would be otherwise eligible hereunder may be forfeited under the
following circumstances, at the discretion of the Board or its delegate:

             (i) The Employee is discharged by a Participating Company for
cause. For purposes of this Plan, cause shall mean:

             (A) The Employee's conviction (including a plea of guilty or nolo
         contendere) of a felony or any crime of theft, dishonesty or moral
         turpitude;

             (B) Gross omission or gross dereliction of any statutory or common
         law duty of loyalty to the Company.

             (ii) Determination by the Board or its delegate that the Employee
engaged in misconduct in connection with the Employee's employment with a
Participating Company or with any other entity of which the Company has an
ownership interest.

             (iii) The Employee, without the consent of the Board, violates the
Lucent Technologies Inc. Non-Competition Guideline.

         (b) The portion of the benefit subject to forfeiture under the
conditions described in this Section 4.6(a), are as follows:

             (i) The total benefit, or any unpaid benefit if the former Employee
is in pay status, is subject to forfeiture, except as provided in Section
4.6(b)(ii).

             (ii) In the case of an Employee who is retiring at his or her
Mandatory Retirement Age the provisions of Section 4.6(b)(i) shall not apply to
that portion of the benefits computed under Article 4 of this Plan which, when
added to the retirement payments payable under the Pension Plan (prior to any
reduction for the cost of a survivor annuity) and the Lucent Technologies Inc.
Excess Benefit and Compensation Plan, does not exceed the non-forfeitable
retirement income requirement of ADEA Section 12(c)(i).


ARTICLE 4                             -14-                              BENEFITS
<PAGE>   18
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


                                     ARTICLE
                                       5.
                               GENERAL PROVISIONS

5.1.     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 Participant 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 a Participating Company to discharge or dismiss any
Participant at any time.

5.2.     ASSIGNMENT OR ALIENATION

         No service, disability, or deferred benefit under this Plan or any
right or interest in such service, disability, or deferred benefit shall be
assignable or subject in any manner to anticipation, alienation, sale, transfer,
claims of creditors, garnishment, pledge, execution, attachment or encumbrance
of any kind, including, but not limited to, pursuant to any domestic relations
order (within the meaning of ERISA Section 206(d)(3) and Code Section
414(p)(1)(B)) or judgment or claims for alimony, support, separate maintenance,
and claims in bankruptcy proceedings, and any such attempted disposition shall
be null and void.

5.3.     BREAKS IN SERVICE

         For purposes of this Plan a break in service shall be defined and
treated in the same manner as is set forth in the Pension Plan.

5.4.     LEAVE OF ABSENCE

         For purposes of this Plan, a leave of absence shall be defined and
administered in the same manner as is set forth in the Pension Plan.

5.5.     METHOD OF PAYMENT

         Payments under this Plan shall be made in the same manner as is set
forth under the Pension Plan.

5.6.     AMOUNTS ACCRUED PRIOR TO DEATH

         Benefit amounts accrued but not actually paid at the time of death of a
former employee or retiree shall be paid in accordance with the standards and
procedures set forth in the Pension Plan.

5.7.     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


ARTICLE 5                             -15-                    GENERAL PROVISIONS
<PAGE>   19
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


to the same person or institution that the benefit with respect to such person
is paid or to be paid under the Pension Plan, or to the Participant's lawful
spouse, a child, a relative, or 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
payments made pursuant to this Section 5.7 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 unclaimed, such payment 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.

5.8.     OPTION DURING DISABILITY

         For an employee who has left the service of a Participating Company and
has elected to continue receiving disability benefits which he or she had been
receiving prior to termination of employment (including disability benefits
under the Lucent Technologies Inc. Officer Long Term Disability and Survivor
Protection Plan) and to defer receiving pension payments under the Pension Plan
to which he or she is eligible, benefits under this Plan shall be deferred until
such time as the employee begins to receive payments under the Pension Plan.

5.9.     PAYMENTS UNDER LAW

         In case 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 a
former employee of a Participating Company under any law now in force or
hereafter enacted, the excess only, 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 this 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 the Railroad Retirement
Act. In those cases where, because of differences in the beneficiaries, or
differences in the time or methods of payment, or otherwise, whether or not
there is such excess is not ascertainable by mere comparison but adjustments are
necessary, the Committee has discretion to determine whether or not in fact any
such excess exists and to make the adjustments necessary to carry out in a fair
and equitable manner the spirit of the provision for the payment of such excess.
Further, in determining whether or not there is an excess, to the extent any
payments under any law are considered in determining whether there is any excess
payable to an employee under the Pension Plan, the amount of such payments under
law shall not be considered under this Plan.

5.10.    BINDING EFFECT

         The Plan shall be binding upon and inure to the benefit of each
Participating Company and its successors and assigns, and to each Participant,
his or her successors, designees, beneficiaries, designated annuitants, and
estate. The Plan shall also be binding upon any successor corporation or
organization succeeding to substantially all of the assets and business of a
Participating Company. Nothing in the Plan shall preclude a Participating
Company from


ARTICLE 5                             -16-                    GENERAL PROVISIONS
<PAGE>   20
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


merging or consolidating into or with, or transferring all or a portion of all
of its assets to, another corporation which assumes the Plan or a portion of the
Plan and all or a portion of the obligations of a Participating Company
hereunder. Each Participating Company agrees that it will make appropriate
provision for the preservation of the rights of Participants and beneficiaries
under the Plan in any agreement or plan or reorganization into which it may
enter to effect any merger, consolidation, reorganization into which it may
enter to effect any merger, consolidation, reorganization, or transfer of
assets. Upon such a merger, consolidation, reorganization, or transfer of
assets, the term "Participating Company" shall refer to such other corporation
and the Plan shall continue in full force and effect.

5.11.    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 other
persons or circumstances.

5.12.    HEADINGS

         The captions 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 provisions of the Plan.

5.13.    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 3. 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 6.1.


ARTICLE 5                             -17-                    GENERAL PROVISIONS
<PAGE>   21
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN


                                     ARTICLE
                                       6.
                                PLAN MODIFICATION

6.1.     AMENDMENT AND TERMINATION

         Pursuant to ERISA Section 402(b)(3), the Board or its delegate, (acting
pursuant to the Board's delegations of authority then in effect) may from time
to time amend, modify or change the Plan at any time 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 employees. Any and all Plan amendments
may be made without the consent of any employee. Notwithstanding the foregoing,
no such amendment, suspension or termination shall retroactively impair or
otherwise adversely affect the accrued benefit of any employee as of the date of
such action.


ARTICLE 6                             -18-                     PLAN MODIFICATION
<PAGE>   22
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN

                                     ARTICLE
                                       7.
                                SOURCE OF PAYMENT

7.1.     SOURCE OF PAYMENTS

         Benefits arising under this Plan and all costs, charges, and expenses
relating thereto will be payable from the Company's general assets. The Company
may, however, establish a trust to pay such benefits and related expenses,
provided such trust does not cause the Plan to be "funded" within the meaning of
ERISA. 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, if any, are
insufficient to pay such benefits, costs, charges and expenses, the Company
shall pay such benefits, costs, charges, and expenses from its general assets.

7.1.     UNFUNDED STATUS

         The Plan at all times shall be entirely unfunded for purposes of the
Code and ERISA and 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 that may be invested through a trust described in Section 7.1
hereunder shall continue for all purposes to be part of the general assets of
the Participating Companies which invested the funds. The Plan constitutes a
mere promise by the Participating Companies to make benefit payments under this
Plan in the future. No Participant shall have any interest in any particular
assets of a Participating Company by reason of the right to receive a benefit
under the Plan and to the extent the Participant 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.


ARTICLE 8                             -19-                     SOURCE OF PAYMENT
<PAGE>   23
                LUCENT TECHNOLOGIES INC. MID-CAREER PENSION PLAN

                                     ARTICLE
                                       8.
                      DISPOSITION OF PARTICIPATING COMPANY


8.1.     SALE, SPIN-OFF, OR OTHER DISPOSITION OF PARTICIPATING COMPANY

         (a) Subject to Section 5.10, in the event the Company sells, spins off,
or otherwise disposes of a Subsidiary or an Affiliated Corporation, or disposes
of all or substantially all of the assets of a Subsidiary or an Affiliated
Corporation such that one or more Participants terminate employment for the
purpose of accepting employment with the purchaser of such stock or assets, any
person employed by such Subsidiary or Affiliated Corporation who ceases to be an
employee as a result of the sale, spin-off, or disposition shall be deemed to
have terminated his or her employment with a Participating Company and be
eligible for a Mid-Career Pension benefit commencing at the same time as his or
her benefit, if any, commences under the Pension Plan.

         (b) Notwithstanding the foregoing provisions of this Section 8.1, and
subject to Section 5.10, if, as part of the sale, spin-off, or other disposition
of the stock or assets of a Subsidiary or Affiliated Corporation, the Subsidiary
or Affiliated Corporation, its successor owner, or any other party agrees in
writing to assume the liability for the payment of the Mid-Career Pension
benefit to which the Participant would have been entitled under the Plan but for
such sale, spin-off, or other disposition, then the entitlement of the
Participant to a Mid-Career Pension benefit under this Plan shall terminate. Any
subsequent entitlement of the former Participant to the Mid-Career Pension
benefit shall be the sole responsibility of the assuming party. Upon the
assumption of the liability for the payment of a Mid-Career Pension benefit by
AT&T Corp. pursuant to Section 7.1 of the Management Interchange Agreement or
Section 3.1 of the Occupational Interchange Agreement, both dated as of April 8,
1996, between Lucent Technologies Inc. and AT&T Corp., the entitlement of a
Transition Individual (as defined in Section 1.38(a) or (d) of the Management
Interchange Agreement or Section 1.30(a) or (d) of the Occupational Interchange
Agreement), to a Mid-Career Pension benefit under this Plan shall terminate.


ARTICLE 8                            -20-   DISPOSITION OF PARTICIPATING COMPANY
<PAGE>   24
         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