<PAGE>   1
                                                             Exhibit 10(iii)(A)5

                            LUCENT TECHNOLOGIES INC.
                    AMENDED AND RESTATED STOCK RETAINER PLAN
                           FOR NON-EMPLOYEE DIRECTORS

      (ADOPTED APRIL 3, 1996; AMENDED JULY 16, 1997 AND FEBRUARY 18, 1998)

                        1. NAME OF PLAN. This plan shall be known as the "Lucent
     Technologies Inc. Stock Retainer Plan for Non-Employee Directors" and is
     hereinafter referred to as the "Plan."

                        2. PURPOSE OF PLAN. The purpose of the Plan is to enable
     Lucent Technologies Inc., a Delaware corporation (the "Company"), to
     attract and retain qualified persons to serve as directors, to enhance the
     equity interest of directors in the Company, and to solidify the common
     interests of its directors and stockholders in enhancing the value of the
     Company's common stock, par value $0.01 per share (the "Common Stock"). The
     Plan seeks to encourage the highest level of director performance by
     providing such directors with a proprietary interest in the Company's
     performance and progress by paying a portion of their annual retainer in
     the form of Common Stock.

                        3. EFFECTIVE DATE AND TERM. The Plan shall be effective
     as of the date on which the Company's Registration Statement on Form S-1
     (No. 333-00703) filed under the Securities Act of 1933, as amended (the
     "Securities Act") with respect to the Common Stock is declared effective by
     the Securities and Exchange Commission (the "Effective Date").

                        4. ELIGIBLE PARTICIPANTS. Each member of the Board of
     Directors of the Company (the "Board") from time to time who is not a
     full-time employee of the Company or any of its subsidiaries or of any
     controlling affiliate or its subsidiaries (including AT&T Corp., a New York
     Corporation, and its subsidiaries during such time as they are affiliated
     with the Company) shall be a participant ("Participant") in the Plan.

                        5. DELIVERY OF SHARES. (a) Commencing on the Effective
     Date, payments to each Participant for service as a Director of the Company
     (all such payments, the "Retainer"), shall be made in cash and/or shares of
     Common Stock (such shares, the "Stock Retainer") in such proportions as
     shall be directed by the Board or, if permitted by the Board, in such
     proportions as shall be elected by the Participant; provided that at least
     50% of all retainers paid to a participant in any calendar year shall be
     paid in Common Stock. The Stock Retainer shall consist of that number of
     shares of common stock having a Fair Market Value (as defined below) as of
     the date of payment, equal to the portion of the Retainer to be paid in
     Common Stock. If the number of shares that would otherwise be delivered to
     any Participant under this Section 5(a) includes a fractional share, such
     number shall be rounded down to the nearest whole number of shares and the
     Fair Market Value of such fractional share shall instead be paid in cash. A
     Participant may elect to have all or a portion of the shares otherwise
     deliverable under this Section 5(a) credited to the deferred compensation
     account of such Participant under the Company's Deferred Compensation Plan
     to be held in the Company Shares portion of such account. The payment of
     all Stock Retainers shall be made subject to any applicable restrictions
     set forth in Section 6 hereof.
<PAGE>   2
                     (b) The "Fair Market Value" of a share of Common Stock as
     of any date of determination shall mean the average of the closing prices
     of a share of Common Stock over the five consecutive trading days
     immediately preceding the date of the valuation. The closing price for each
     day shall be the last sale price, regular way, or, in case no such sale
     takes place on such day, the average of the closing bid and asked prices,
     regular way, in either case as reported in the principal consolidated
     transaction reporting system with respect to securities listed or admitted
     to trading on the New York Stock Exchange or, if the Common Stock is not
     listed or admitted to trading on the New York Stock Exchange, as reported
     in the principal consolidated transaction reporting system with respect to
     securities listed on the principal national securities exchange on which
     the Common Stock is listed or admitted to trading or, if the Common Stock
     is not listed or admitted to trading on any national securities exchange,
     the last quoted price or, if not so quoted, the average of the high bid and
     low asked prices in the over-the-counter market, as reported by the
     National Association of Securities Dealers, Inc. Automated Quotations
     System ("NASDAQ") or such other system then in use, or, if on any such date
     the Common Stock is not quoted by any such organization, the average of the
     closing bid and asked prices as furnished by a professional market maker
     making a market in the Common Stock.

                        6. SHARE CERTIFICATES; VOTING AND OTHER RIGHTS;
     RESTRICTIONS. (a) All Stock Retainers (other than Stock Retainers deferred
     pursuant to Section 5 (a)) shall be paid by delivering to the Participant
     share certificates issued in the name of the Participant, and upon such
     delivery the Participant shall be entitled to all rights of a stockholder
     with respect to Common Stock for all such shares issued in his or her name,
     including the right to vote the shares, and the participant shall receive
     all dividends and other distributions paid or made with respect thereto.

                   (b) Notwithstanding any other provision of the Plan, the
     Company shall not be required to issue or deliver any certificate or
     certificates for shares of Common Stock under the Plan prior to fulfillment
     of all of the following conditions:

                        (i) Any registration or other qualification of such
               shares of Common Stock under any state or federal law or
               regulation, or the maintaining in effect of any such registration
               or other qualification which the Company shall, in its absolute
               discretion upon the advice of Counsel, deem necessary or
               advisable; and

                        (ii) Obtaining any other consent, approval, or permit
               from any state or federal governmental agency which the Company
               shall, in its absolute discretion after receiving the advice of
               counsel, determine to be necessary or advisable.

                    (c) Nothing contained in the Plan shall prevent the Company
     from adopting other or additional compensation arrangements for the
     Participants.

                        7. SHARES AVAILABLE (a) Subject to Section 7 (b) below,
     the maximum number of shares of Common Stock which may be delivered as
     Stock Retainers pursuant to the Plan is 275,000. Shares of Common Stock
     issuable under the Plan shall be taken from authorized but unissued or
     treasury shares of the Company as shall from time to time be necessary for
     issuance pursuant to the Plan.


                                       2
<PAGE>   3
                  (b) In the event of any change in the Common Stock by reason
of any stock dividend, stock split, combination of shares, exchange of shares,
warrants or rights offering to purchase Common Stock at a price below its fair
market value, reclassification, recapitalization, spin-off, merger,
consolidation or other change in capitalization, appropriate adjustment shall be
made in the number and kind of shares or other securities subject to the Plan.

                  8. AMENDMENT. (a) The Board may from time to time make such
     amendments to the Plan as it may deem proper and in the best interest of
     the Company without further approval of the Company's stockholders;
     provided, that to the extent required to qualify transactions under the
     Plan for exemption under Rule 16b-3 ("Rule 16b-3") promulgated under the
     Securities Exchange Act of 1934 (the "Exchange Act") no amendment to the
     Plan shall be adopted without the approval of the Company's stockholders;
     and, provided further, that no amendment to the Plan shall be made more
     than once in any six-month period other than to comply with changes in the
     Internal Revenue Code of 1986, as amended, the Exchange Act, the Employee
     Retirement Income Security Act of 1974, as amended, or the regulations
     thereunder.

                  (b) The Board may terminate the Plan at any time, effective on
     at least six months and one day advance notice.

                  (c) This Plan shall terminate on the earlier of April 1, 2006
     or the date on which all shares provided for under Section 7 have been
     issued and delivered to Participants.

                  9. MISCELLANEOUS. (a) Nothing in the Plan shall be deemed to
     create any obligation on the part of the Board to nominate any director for
     reelection by the Company's stockholders or to limit the rights of the
     stockholders to remove any director.

                  (b) The Company shall have the right to require, prior to the
     issuance or delivery of any shares of Common Stock pursuant to the Plan,
     payment by a Participant to the Company of any taxes required by law to be
     withheld with respect to the issuance or delivery of such shares.

                  10. GOVERNING LAW. The Plan and all actions taken thereunder
     shall be governed by and construed in accordance with the laws of the State
     of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated
     Lucent Technologies Inc. Stock Retainer Plan for Non-Employee Directors
     effective as of February 18, 1998.



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



                                       3