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                                                    EXHIBIT (10)(iii)(A)7


                            LUCENT TECHNOLOGIES INC.
                           NON-QUALIFIED PENSION PLAN

                          As effective October 1, 1996
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                                TABLE OF CONTENTS


ARTICLE 1  PURPOSE............................................................4

ARTICLE 2  DEFINITIONS........................................................5

ARTICLE 3  PARTICIPATION AND ELIGIBILITY......................................9

3.01. PARTICIPATION...........................................................9
3.02. ELIGIBILITY.............................................................9

ARTICLE 4  PENSION BENEFITS..................................................12

4.01. BENEFIT ELIGIBILITY....................................................12
4.02. BENEFIT FORMULAS.......................................................13
4.03. MONTHLY PAYMENTS.......................................................15
4.04. COMMENCEMENT AND DURATION OF PAYMENTS..................................16
4.05. TREATMENT DURING SUBSEQUENT EMPLOYMENT.................................16
4.06. METHOD AND FORM OF PAYMENT.............................................16

ARTICLE 5  DEATH BENEFITS....................................................17

5.01. PARTICIPATION..........................................................17
5.02. DEATH BENEFITS.........................................................17

ARTICLE 6  SOURCE OF PAYMENT.................................................19

6.01. SOURCE OF PAYMENTS.....................................................19
6.02. UNFUNDED STATUS........................................................19

ARTICLE 7  ADMINISTRATION OF THE PLAN........................................21

7.01. ADMINISTRATION AND AUTHORITIES.........................................21
7.02. COMMITTEE..............................................................21
7.03. INDEMNIFICATION........................................................21
7.04. BENEFIT CLAIMS AND APPEALS.............................................23

ARTICLE 8  ADOPTION, AMENDMENT AND TERMINATION...............................24

8.01. ADOPTION OF PLAN.......................................................24
8.02. AMENDMENT AND TERMINATION..............................................24
8.03. ACQUISITION OR DISPOSITION OF PARTICIPATING COMPANY....................24

ARTICLE 9  GENERAL PROVISIONS................................................26

9.01. BINDING EFFECT.........................................................26
9.02. FIDUCIARY RELATIONSHIP.................................................26
9.03. NO GUARANTEE OF EMPLOYMENT.............................................26
9.04. TAX WITHHOLDING........................................................26
9.05. ASSIGNMENT OF BENEFITS.................................................27
9.06. FACILITY OF PAYMENT....................................................27
9.07. SEVERABILITY...........................................................27
9.08. EFFECTIVE DATE.........................................................27
9.09. PLAN YEAR..............................................................28
9.10. HEADINGS...............................................................28
9.11. GOVERNING LAW..........................................................28


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9.12. FORFEITURE OF BENEFITS.................................................28
9.13. OPTION DURING DISABILITY...............................................28
9.14. SPECIAL CLASSIFICATION.................................................28
9.15. CLAIMS RELEASE.........................................................29
9.16. DAMAGE CLAIMS OR SUITS.................................................29
9.17. JUDGMENT OR SETTLEMENT.................................................29
9.18. PAYMENT UNDER LAW......................................................29
9.19. ENTIRE PLAN............................................................30

APPENDIX A...................................................................31

APPENDIX B...................................................................33


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                                    ARTICLE 1
                                     PURPOSE

This Lucent Technologies Inc. Non-Qualified Pension Plan (the "Plan") is an
Amendment and Restatement of predecessor programs sponsored by AT&T that were
first adopted on October 1, 1980, to provide supplemental pension, disability
and death benefits to certain employees of AT&T and the Company. The Plan is
intended to constitute an unfunded plan of deferred compensation for a select
group of management or highly compensated employees for purposes of Title I of
ERISA.

The Plan is a successor to the AT&T Non-Qualified Pension 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 as
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 Non-Qualified Pension
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
Non-Qualified Pension 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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                                    ARTICLE 2
                                   DEFINITIONS


Whenever used herein, the terms set forth below have the following meanings
unless a different meaning is clearly required by the context:

2.01.    "ACTIVE SERVICE" means the period of active employment but excluding
any time the individual is absent on account of disability and receiving or
eligible to receive sickness or accident disability benefits under the Company's
Sickness and Accident Disability Benefit Plan.

2.02.    "ADEA" means the Age Discrimination in Employment Act of 1967, as it
may be amended from time to time.

2.03.    "ADJUSTED CAREER AVERAGE PAY" as used in the Alternate Formula
described in SECTION 4.02(B), means (i) in the case of an Officer, the sum of A
and B below divided by such Officer's Term of Employment and (ii) in the case of
an Executive Employee, the amount described in B below divided by such Executive
Employee's Term of Employment:


         A. the sum of (1) the average of an Officer's annual Short Term
         Incentive Awards and any salary amounts deferred under the Lucent
         Technologies Inc. Senior Management Incentive Award Deferral Plan
         includable in the 1989 Base Period multiplied by his or her Term of
         Employment as of December 31, 1989, (2) his or her Short Term Incentive
         Awards and any salary amounts deferred under the Lucent Tecnologies
         Inc. Senior Management Incentive Award Deferral Plan includable under
         the Basic Formula for the period from January 1, 1990, to the date of
         retirement.

         B. the sum of (a) the product of (i) the Participant's average annual
         "Compensation" as defined in the Pension Plan for the 1992 Base Period
         and (ii) the Participant's Term of Employment as of December 31, 1992,
         and (b) the Participant's "Compensation" for the period from January 1,
         1993, to the last day of his or her Term of Employment.


2.04.    "ADMINISTRATOR" means the person identified as the Pension Plan
Administrator under the Pension Plan or such other person or entity designated
by the Company.


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2.05.    "AFFILIATED CORPORATION" means any corporation or other entity of which
50 percent or more of the voting stock is owned directly or indirectly by the
Company.

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

2.07.    "1989 BASE PERIOD" means the period from January 1, 1987, to December
31, 1989.

2.08.    "1992 BASE PERIOD" means the period from January 1, 1990, to December
31, 1992.

2.09.    "BOARD"  means the Board of Directors of Lucent Technologies Inc.

2.10.    "COMMITTEE" means the Employee Benefits Committee appointed by the
Company to administer the Pension Plan.

2.11.    "COMPANY"  means Lucent Technologies Inc. or its successors.

2.12.    "COVERED COMPENSATION BASE" means an amount which is the average of the
maximum wage amounts on which an employee's liability for Social Security taxes
were determined for each year beginning with January 1, 1958, and ending with
the year the year in which the calculation is made.

2.13.    "DELEGATE" means the Board's authorized representative designated
pursuant to a delegation of authority by the Board to act on behalf of or to
perform one or more administrative responsibilities under the Plan.

2.14.    "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

2.15.    "EXECUTIVE EMPLOYEE" means any employee of a Participating Company
employed in a position evaluated or classified as an "Executive" or equivalent
position by the Company, except that no employee who is assigned to such a
position on a temporary basis after being notified in writing of the temporary
status of such assignment shall be an "Executive Employee" for any purpose under
this Plan.

2.16.    "LONG TERM DISABILITY PLAN" means the Lucent Technologies Inc. Officers
Long Term Disability and Survivor Protection Plan.

2.17.    "NORMAL RETIREMENT AGE" means the Normal Retirement Age determined
under the Pension Plan.


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2.18.    "OFFICER" means any employee of a Participating Company holding a
position evaluated or classified above the "Executive" level by the Company,
except that no employee who is assigned to such a position on a temporary basis
after being notified in writing of the temporary status of such assignment shall
be an "Officer" for any purpose under this Plan.

2.19.    "PARTICIPANT" means an Officer who is eligible for a service pension,
deferred vested pension or disability pension under the terms of the Pension
Plan or an Executive Employee who is eligible for a service pension under the
terms of the Pension Plan.

2.20.    "PARTICIPATING COMPANY" means the Company and any Affiliated
Corporation which has elected, with the approval of the Committee as required by
SECTION 8.01, to participate in the Plan.

2.21.    "PENSION PLAN" means the Lucent Technologies Inc. Management Pension
Plan, as amended from time to time.

2.22.    "PENSION PLAN BENEFIT" means the annual pension benefit determined
under the Pension Plan without regard to the limitations on covered compensation
under Section 401(a)(17) of the Internal Revenue Code of 1986 or the limitations
on benefit accruals and payments under Section 415 of the Internal Revenue Code
of 1986, and before any reduction in such pension benefit for the cost of a
survivor annuity or for early retirement.

2.23.    "PLAN" means this Lucent Technologies Inc. Non-Qualified Pension Plan,
as set forth herein and as amended from time to time.

2.24.    "POSITION RATE" means an amount established periodically by the Company
for each Officer position upon which base salaries are administered.

2.25.    "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 February 1,
1996, and amended and restated as of March 29, 1996, between AT&T and the
Company.

2.26.    "SHORT TERM INCENTIVE AWARD" means the actual amount awarded (including
any amounts deferred pursuant to the Lucent Technologies Inc. Officers Incentive
Award Deferral Plan) annually to an Officer pursuant to the Lucent Technologies
Inc. Senior Management Short Term Incentive Plan or predecessor short term
incentive plans. Short Term Incentive Awards shall, for

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purposes of this Plan, be considered to be awarded on the last day of the
performance period with respect to which they are earned.

2.27.    "STANDARD AWARD" means an amount determined periodically for each
Position Rate under the Lucent Technologies Inc. Senior Management Short Term
Incentive Plan or predecessor short term incentive plans.

2.28.    "SUCCESSOR PLAN SPONSOR" means any 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 February 1, 1996,
and amended and restated as of March 29, 1996, between AT&T and Lucent
Technologies Inc.

2.29.    "TERM OF EMPLOYMENT" means the period of employment described in
Section 2.38 of the Pension Plan and, unless expressly limited by the context,
shall also mean the number of full or partial calendar years comprising Years of
Service as defined in Section 2.39 of the Pension Plan.

2.30.    "TOTAL COMPENSATION" As used in the Alternate Minimum Formula described
in SECTION 4.02(C) means the sum of (i) the elements of Compensation as defined
in Section 4.2(f) of the Pension Plan, (ii) salary amounts deferred under the
Lucent Technologies Inc. Officers Incentive Award Deferral Plan, and (iii) Short
Term Incentive Awards.

2.31.    "TRANSITION PARTICIPANT" means a Participant 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.

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                                    ARTICLE 3
                          PARTICIPATION AND ELIGIBILITY


3.01.    PARTICIPATION.

         All Officers and Executive Employees who meet the criteria set forth in
         SECTION 2.18 shall be eligible to participate in this Plan.

3.02.    ELIGIBILITY.

         (a)      SERVICE BENEFIT. Each Participant who is eligible for a
                  service pension pursuant to the terms of the Pension Plan
                  (excluding for purposes of this Section 3.02(a) the effect of
                  any management pension enhancement pursuant to Section 4.2(h)
                  of the Pension Plan) and who meets the relevant requirements
                  of Article 4 shall be eligible for a service benefit pursuant
                  to this Plan.

         (b)      DEFERRED BENEFIT.

                           (i)      Except as otherwise specified in Sections
                                    4.04 and 4.05, an Officer who is eligible
                                    for a deferred vested pension pursuant to
                                    the terms and conditions of the Pension Plan
                                    is eligible for a deferred benefit pursuant
                                    to this Plan.

                           (ii)     An Officer who leaves the service of a
                                    Participating Company and who has elected to
                                    have his or her deferred vested pension
                                    payable early in reduced amounts pursuant to
                                    the terms and conditions of the Pension Plan
                                    shall be deemed to have elected to have his
                                    or her deferred benefits under this Plan
                                    payable early in reduced amounts under the
                                    same terms and conditions as set forth in
                                    the Pension Plan. In the event of such an
                                    election, the amount of deferred benefit
                                    otherwise payable at Normal Retirement Age
                                    under this Plan to such participant shall be
                                    reduced in accordance with the same formulas
                                    as are set forth in the Pension Plan for the
                                    discounting of the deferred vested pension.

                           (iii)    The Committee, the Administrator or a
                                    Delegate, as appropriate, shall notify each
                                    Officer who leaves the employment of such
                                    Participating Company (except to take
                                    employment without a break in service with
                                    another Participating Company or other
                                    Affiliated Corporation) of his


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                                    or her eligibility, if any, for a deferred
                                    benefit by mailing, within a reasonable time
                                    after his or her leaving, a notice to his or
                                    her last known address as shown on the
                                    Participating Company's records.

         (c)      DISABILITY BENEFIT. A Participant who, while an Officer, has
                  become eligible for a Disability Pension pursuant to Section
                  4.1(c) of the Pension Plan shall be eligible for a Disability
                  Benefit hereunder. Should the Disability Pension be
                  discontinued (other than by reason of conversion to a Service
                  Pension) pursuant to the terms of the Pension Plan, the
                  Disability Benefit hereunder shall be discontinued as well.

         (d)      CONTINGENT BENEFITS.

                           (i)      An Officer who, on or after October 1, 1996,
                                    is reassigned to a position evaluated at or
                                    below the Executive level for reasons other
                                    than unsatisfactory performance, and who has
                                    satisfied the vesting requirements of
                                    SECTION 3.02(a) OR SECTION 3.02(b) of this
                                    Plan as of the reassignment date, will be
                                    eligible for Officers benefits upon his or
                                    her termination of employment provided he or
                                    she is then eligible for pension payments
                                    under the Pension Plan. The determination of
                                    the amount of such former Officer's benefits
                                    will be based on his or her Term of
                                    Employment completed as of the reassignment
                                    date and shall be computed in accordance
                                    with SECTION 4.02(a) in effect on such date.

                           (ii)     An Officer who, on or after October 1, 1996,
                                    is reassigned to a position evaluated below
                                    the Executive level for reasons other than
                                    unsatisfactory performance, and who has not
                                    satisfied the vesting requirements of this
                                    Plan as of the reassignment date, will not
                                    be eligible for benefits under this Plan
                                    upon his or her termination of employment.

                           (iii)    An Officer who, on or after October 1, 1996,
                                    is reassigned to a position evaluated at the
                                    Executive level for reasons other than
                                    unsatisfactory performance, and who has
                                    satisfied the vesting requirements of
                                    SECTION 3.02(a) OR SECTION 3.02(b) of this
                                    Plan as of the reassignment date shall be
                                    eligible for a benefit (A) under SECTION
                                    3.02(a), if such Officer is eligible for a
                                    service pension under Section 4.1(a) of the
                                    Pension Plan on the last day of his or her
                                    Term of Employment or (B) under SECTION
                                    3.02(b), if such Officer is not eligible for
                                    a service pension under Section 4.1(a) of
                                    the Pension Plan on

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                                    the last day of his or her Term of
                                    Employment. The benefit of any reassigned
                                    Officer described in this SECTION
                                    3.02(d)(III)(a) shall be computed based on
                                    his or her Term of Employment and in
                                    accordance with SECTION 4.02(b) in effect on
                                    the last day of such Term of Employment. The
                                    benefit of any reassigned Officer described
                                    in this SECTION 3.02(d)(III)(b) shall be
                                    computed based on his or her Term of
                                    Employment completed as of the last day of
                                    the year in which his or her job is
                                    reclassified and in accordance with SECTION
                                    4.02(a) in effect as of the date of such
                                    reassignment.

                           (iv)     A Participant, other than an Officer whose
                                    job is classified or reclassified during or
                                    after 1986 to a level below Executive will
                                    be eligible for the service benefit describe
                                    in SECTION 3.02(a) and computed in
                                    accordance with SECTION 4.02(b) based on his
                                    or her Term of Employment completed as of
                                    the last day of 1988 or if later, the last
                                    day of the year in which his or her job is
                                    reclassified and based on the provisions of
                                    the Plan in effect on such day, provided he
                                    or she is then eligible for a service
                                    pension under the Pension Plan, and further
                                    provided he or she is not demoted subsequent
                                    to such day because of unsatisfactory job
                                    performance prior to retiring under the
                                    Pension Plan.

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                                    ARTICLE 4
                                PENSION BENEFITS

4.01.    BENEFIT ELIGIBILITY.


         (a)      OFFICERS. The following provisions govern the eligibility for
                  benefits of Officers whose retirement date is on or after
                  October 1, 1996.


                           (i)    The benefit of an Officer who had at least
                                  five Years of Service as an Officer as of
                                  December 31, 1993, will be the greater of the
                                  annual benefit amounts determined under the
                                  Basic Formula, the Alternate Formula or the
                                  Alternate Minimum Formula described in
                                  SECTIONS 4.02(a), (b) and (c) respectively.


                           (ii)   The benefit of an Officer who is not described
                                  in SECTION 4.01(a)(i) but who is eligible for
                                  a service pension under Section 4.1(a) of the
                                  Pension Plan as of the last day of his or her
                                  Term of Employment will be the greater of the
                                  annual benefit amounts under the Basic Formula
                                  or the Alternate Formula described in SECTIONS
                                  4.02(a) and (b) respectively.


                           (iii)  The benefit of an Officer who is not described
                                  in SECTIONS 4.01(a)(i) or (ii) but who is
                                  eligible for a deferred vested pension under
                                  Section 4.1(b) or a disability pension under
                                  Section 4.1(c) of the Pension Plan as of the
                                  last day of his or her Term of Employment will
                                  be the amount determined under the Basic
                                  Formula described in SECTION 4.02(a).


                           (iv)   The benefit payable to the surviving lawful
                                  spouse of an Officer shall be determined in
                                  accordance with SECTION 4.02(d)(i), if the
                                  Officer is an employee at the time of death
                                  and in accordance with SECTIONS 4.02(d)(ii)
                                  and (iii), if the Officer is not an employee
                                  at the time of death.


         (b)      EXECUTIVE EMPLOYEES. The annual service benefit of an
                  Executive Employee whose retirement date is on or after
                  October 1, 1996, will be the amount computed under the
                  Alternate Formula described in Section 4.02(b). The benefit
                  payable to the surviving lawful spouse of an Executive
                  Employee shall be determined in accordance with Section
                  4.02(d)(i), if the Executive Employee is an employee at the
                  time of death.

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4.02.    BENEFIT FORMULAS.

         (a)      BASIC FORMULA. The annual service or disability benefit under
                  the Basic Formula shall be determined by adding (A) the
                  product of one and five-tenths percent (1.5%) of the average
                  annual Short Term Incentive Awards for the 1989 Base Period
                  and the Officer's Term of Employment as of December 31, 1989
                  and (B) the sum of one and six-tenths percent (1.6%) of the
                  Short Term Incentive Award for each successive full or partial
                  calendar year of employment following 1989.

                           (i)      Early Retirement Discount. The monthly
                                    service benefit, determined in accordance
                                    with the Basic Formula of this SECTION
                                    4.02(a), for each Officer who is granted a
                                    service benefit for reasons other than total
                                    disability as a result of sickness or
                                    injury, shall be reduced by one-half percent
                                    (0.5%) for each calendar month or part
                                    thereof by which his or her age at time
                                    benefits are first paid under this Plan is
                                    less than fifty-five (55) years, except that
                                    each Officer retired with thirty (30) or
                                    more years of service shall receive a
                                    monthly benefit allowance reduced by
                                    one-quarter percent (0.25%) for each
                                    calendar month or part thereof by which such
                                    Officer's age at the time benefits are first
                                    paid under this Plan is less than fifty-five
                                    (55) years.

                           (ii)     Deferred Benefit Amount. The monthly benefit
                                    for each Officer eligible for a deferred
                                    benefit under the provisions of SECTION
                                    3.02(b) shall be calculated exclusively in
                                    accordance with the provisions specified as
                                    applicable to those receiving a benefit
                                    under this SECTION 4.02(a) effective as of
                                    the date such Officer leaves the service of
                                    a Participating Company.

                           (iii)    An Officer who leaves the service of a
                                    Participating Company with eligibility for a
                                    deferred benefit in accordance with SECTION
                                    3.02(b) but who is not entitled to any other
                                    class of pension or benefit under this Plan
                                    shall not be considered a retiree pursuant
                                    to the Pension Plan or a retired Officer.

         (b)      ALTERNATE FORMULA. The annual benefit under the Alternate
                  Formula shall be the excess of B over A, where A equals the
                  Participant's Pension Plan Benefit and B equals the product of
                  one and seven-tenths percent (1.7%) of the Participant's
                  Adjusted Career Average Pay, less eight-tenths of one percent
                  (0.8%) of the Participant's Covered Compensation Base,

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                  and the Participant's Term of Employment. The service benefit
                  under this Alternate Formula will be reduced in case of
                  retirement before age 60 by applying the appropriate reduction
                  factor from the Table of such factors shown in Appendix B to
                  such benefit.

         (c)      ALTERNATE MINIMUM FORMULA. The annual benefit under the
                  Alternate Minimum Formula in this Section 4.02(c) shall be an
                  amount equal to (A) the product of the greater of the amount
                  determined under Formula A or the amount determined under
                  Formula B, multiplied by the applicable factor set forth in
                  Appendix A, less (B) the amount of the Officer's Pension Plan
                  Benefit.

                           (i)      Formula A. For purposes of the Alternate
                                    Minimum Formula in this SECTION 4.02(c),
                                    Formula A means the sum of (a) the product
                                    of one and five tenths percent (1.5%) of
                                    average calendar year Total Compensation for
                                    the 1992 Base Period and the Term of
                                    Employment as of December 31, 1992, and (b)
                                    one and six tenths percent (1.6%)of Total
                                    Compensation for the calendar year 1993
                                    actuarially reduced in case of retirement
                                    before age 55 by applying the appropriate
                                    reduction factor set forth in SECTION
                                    4.02(a)(i).

                           (ii)     Formula B. For purposes of this Alternate
                                    Minimum Formula in this SECTION 4.02(c),
                                    Formula B means the product of (a) the
                                    excess of one and seven tenths percent
                                    (1.7%) of Adjusted Career Average Pay, over
                                    eight tenths of one percent (0.8%) of the
                                    Covered Compensation Base, and (b) the
                                    Officer's Term of Employment at December 31,
                                    1993, reduced in case of retirement before
                                    age 60 by applying the appropriate reduction
                                    factor set forth in APPENDIX B.

         (d)      AUTOMATIC SURVIVOR ANNUITIES.

                           (i)      Before-Retirement. In the event of the death
                                    of an active Participant whose Term of
                                    Employment includes at least fifteen years
                                    or who is eligible for a service benefit
                                    under SECTION 4.02(a) at the time of his or
                                    her death and who leaves a surviving lawful
                                    spouse, such surviving lawful spouse shall
                                    receive, effective on the day following the
                                    date of death, a survivor annuity in the
                                    amount of forty five percent (45%) of the
                                    benefit which would have been payable had
                                    such Participant retired with a service
                                    benefit, regardless of his or her actual
                                    eligibility therefor, on the date of his or
                                    her death. For purposes of the automatic
                                    survivor annuity

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                                    provided in this SECTION 4.02(d)(i), the
                                    early retirement discounts in SECTIONS
                                    4.02(a)(i) and 4.02 (b)(i) shall not apply.

                           (ii)     Post-Retirement. Upon the death of an
                                    Officer receiving a service or disability
                                    benefit under this Plan who retired on or
                                    after December 31, 1986 or retired prior to
                                    that date but had not reached age 55 on or
                                    before December 31, 1983, a survivor annuity
                                    in the amount of 45% of such retired
                                    Officer's monthly benefit amount will be
                                    payable beginning on the day following the
                                    date of his or her death to the surviving
                                    lawful spouse of such retired Officer.

                           (iii)    Post-Retirement Transition Cases. In the
                                    case of a deceased Officer who retired prior
                                    to December 31, 1987, the survivor annuity
                                    payable under SECTION 4.02(d)(ii) above,
                                    shall be increased by the amount required,
                                    if any, to bring the total monthly survivor
                                    annuity payable under this Plan to an amount
                                    computed by multiplying the product of the
                                    average of such Officer's Standard Awards
                                    for a maximum of six (6) years prior to his
                                    or her retirement year and sixty-five
                                    hundredths percent (0.65%) by his or her
                                    Term of Employment, and dividing the result
                                    by twelve (12); the Standard Awards
                                    includable in this computation cannot exceed
                                    sixty percent (0.60%) of such Officer's
                                    Position Rate.

         (e)      SPECIAL INCREASES. Service and disability benefit payments, as
                  determined under SECTIONS 4.02(a) and (b), of retired Officers
                  and service benefit payments, as determined under SECTION
                  4.02(b), of retired Executive Employees, and survivor
                  annuities in pay status under SECTIONS 4.02(d)(i), (d)(ii),
                  and (d)(iii) shall be increased by the same percentage and
                  pursuant to the same terms and conditions as are set forth for
                  comparable payments, from time to time, in the Pension Plan.

4.03.    MONTHLY PAYMENTS.

         The annual benefit determined under this ARTICLE 4 shall be divided by
         twelve (12) and shall be payable monthly or at such other periods as
         the Committee or the Administrator, as applicable, may determine in
         each case.

                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 15
<PAGE>   16
4.04.    COMMENCEMENT AND DURATION OF PAYMENTS.

                           (i)      Subject to the exception set forth in
                                    paragraph (ii) herein, benefits granted
                                    under this Plan shall commence on the date
                                    the benefits under the Pension Plan are
                                    first paid to the Participant and shall,
                                    except for the reasons specified in SECTIONS
                                    3.02(c), 4.05 and 9.12, continue to the
                                    death of the recipient.

                           (ii)     Any benefit payable to an Officer pursuant
                                    to SECTION 4.02(c) who had at least five
                                    Years of Service as an Officer as of
                                    December 31, 1993, and as to whom the sum of
                                    his or her attained age and Term of
                                    Employment equaled or exceeded seventy (70)
                                    as of that date shall be payable as of the
                                    last day of his or her Term of Employment
                                    and shall, except for the reasons specified
                                    in SECTION 4.05 AND SECTION 9.12, continue
                                    to his or her death.

                           (iii)    Benefit amounts accrued and payable under
                                    this ARTICLE 4 but not actually paid at the
                                    time of death of a Participant shall be paid
                                    in accordance with the standards and
                                    procedures set forth in the Pension Plan.


4.05.    TREATMENT DURING SUBSEQUENT EMPLOYMENT.

         When a Participant's Term of Employment includes service with more than
         one Participating Company or with a company that is not a Participating
         Company, the last Participating Company to employ him or her
         immediately prior to his or her retirement or termination of employment
         with entitlement to a benefit hereunder shall be responsible for the
         full benefit under this Plan. Employment with any Participating Company
         subsequent to retirement or termination of employment with entitlement
         to any type of benefit under this Plan shall result in the permanent
         suspension of the benefit for the period of such employment or
         reemployment to the extent and in a manner consistent with the terms
         and conditions applicable to the suspension of benefit payments under
         the Pension Plan. Payment of a Participant's benefit under this Plan
         shall resume simultaneously with the recommencement of his or her
         benefits under the Pension Plan. Following recommencement of payment
         under this Plan, the Participant (or surviving lawful spouse) shall not
         be eligible to receive any payments under this Plan that would
         otherwise have been payable but for the suspension.

4.06.    METHOD AND FORM OF PAYMENT.

         Payments under this Article 4 shall be made in the same manner as set
         forth under the Pension Plan.

                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 16
<PAGE>   17
                                    ARTICLE 5
                                 DEATH BENEFITS

5.01.    PARTICIPATION.

         Upon the death of an active Officer or an Officer who, on or after
         October 1, 1996, retires on a service or disability pension under the
         Pension Plan (excluding for purposes of this Section 5.01 the effect of
         any management pension enhancement pursuant to Section 4.2(h) of the
         Pension Plan) or who terminates employment with eligibility to receive
         payments under the Long Term Disability Plan, a Death Benefit shall be
         provided under this Article 5. The Death Benefits under this Article 5
         are in addition to the accident, sickness and pensioner death benefits
         under the Death Benefit Plan in the Pension Plan and shall be paid to
         the same beneficiary or beneficiaries and administered in the same
         manner as such benefits under the Pension Plan.

5.02.    DEATH BENEFITS.


         (a)      PRIMARY DEATH BENEFIT. In the case of the death of an Officer
                  described in Section 5.01 a benefit equal to one year's wages
                  shall be paid. For purposes of determining the benefit payable
                  under this Section 5.02(a) with respect to an Officer who dies
                  on or after October 1, 1996, one year's wages is defined as
                  the greater of (A) his or her Short Term Award for the
                  calendar year preceding the earlier of his or her date of
                  death or date of retirement, or (B) the Officer's Short Term
                  Award payable with respect to any later partial calendar year
                  period of service.


         (b)      OTHER POST-RETIREMENT DEATH BENEFITS. An additional death
                  benefit described in this Section 5.02(b) shall be provided
                  under this Plan in the case of an Officer who retires on a
                  service or disability Pension under the Pension Plan after
                  October 1, 1996. The death benefits under Section 5.02(b)(ii)
                  are provided also in the case of an Officer who terminates
                  employment with entitlement to Long Term Disability Plan
                  payments.

                           (i)      Group Life Differential. Upon the death of
                                    an Officer age 66 or older who retired after
                                    December 31, 1986, and before October 1,
                                    1990, the difference between the amount of
                                    his or her Basic Group Life Insurance under
                                    the Company's Group Life Insurance Program
                                    which was in effect on the day before his or
                                    her sixty-sixth (66) birthday and the amount
                                    of such insurance in effect on the date of
                                    his or her death shall be paid in a lump sum
                                    to a beneficiary or beneficiaries designated
                                    by the Officer, or, if there is no such
                                    beneficiary, to the Officer's Estate.

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                                                                         PAGE 17
<PAGE>   18
                           (ii)     Tax Differential. An individual who is the
                                    beneficiary of a deceased retired Officer or
                                    an Officer who terminated employment with
                                    entitlement to Long Term Disability payments
                                    and who receives one or more of the benefits
                                    listed below, shall be eligible to receive,
                                    under this SECTION 5.02(B)(I), a tax
                                    differential payment related to the
                                    difference between the beneficiary's assumed
                                    Federal Income tax liability on such benefit
                                    or benefits and the beneficiary's assumed
                                    Federal Income Tax liability had such
                                    benefit or benefits been funded by the
                                    proceeds of a life insurance policy on the
                                    life of the retired Officer:


                                    (A)      Post-Retirement Survivor Annuity
                                             described in Section 4.02(d)(ii),

                                    (B)      Pensioner Death Benefit described
                                             in SECTION 5.02(a),

                                    (C)      Group Life Differential Death
                                             Benefit described in SECTION
                                             5.02(b)(i),

                                    (D)      Pensioner Death Benefit described
                                             in Paragraph 3 of Section 5 of the
                                             Pension Plan, and

                                    (E)      The Death Benefit described in
                                             Section 5 of the Long Term
                                             Disability Plan.

                           Federal Estate Tax and state and local inheritance or
                           income taxes shall not be considered in computing the
                           tax differential payment under this SECTION
                           5.02(b)(i).

                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 18
<PAGE>   19
                                    ARTICLE 6
                                SOURCE OF PAYMENT


6.01.    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.

6.02.    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 6.01, no provision shall at any time be made with respect to
         segregating any assets of a Participating Company for payment of any
         benefits hereunder. The Plan constitutes a mere promise by the
         Participating Company to make payments, if any,

                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 19
<PAGE>   20
         in the future. No Participant, surviving lawful spouse or any other
         person 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, surviving lawful spouse 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. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 20
<PAGE>   21
                                    ARTICLE 7
                           ADMINISTRATION OF THE PLAN


7.01.    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 (including, without limitation, determinations of a
         Participant's applicable Term of Employment, Position Rate and rate of
         pay), 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 Executive 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.

7.02.    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, surviving lawful spouses, and other
         beneficiaries and to authorize disbursements according to the terms of
         the Plan.

7.03.    INDEMNIFICATION.

         No member of the Board, the Committee or the Administrator 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 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

                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 21
<PAGE>   22
         (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. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 22
<PAGE>   23
7.04.    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. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 23
<PAGE>   24
                                    ARTICLE 8
                       ADOPTION, AMENDMENT AND TERMINATION

8.01.    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.

8.02.    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 at 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 of Participant (and surviving lawful spouses). Any
         and all Plan amendments may be made without the consent of any
         Participant, surviving lawful spouse or beneficiary. Notwithstanding
         the foregoing, no such amendment, suspension or termination shall
         retroactively impair or otherwise adversely affect the rights of any
         Participant or surviving lawful spouse to benefits under the Plan to
         which they have previously become entitled as a result of a
         Participant's satisfaction of the vesting schedule of this Plan which
         is the same as and never will be greater than the vesting schedule
         under the Pension Plan.

8.03.    ACQUISITION OR DISPOSITION OF PARTICIPATING COMPANY.

         (a)      Subject to Section 9.01 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 8.03,
                  and subject to Section 9.01 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

                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 24
<PAGE>   25
                  death benefits described in this Plan to affected
                  Participants, 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 8.03(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 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 2.24.


                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 25
<PAGE>   26
                                    ARTICLE 9
                               GENERAL PROVISIONS

9.01.    BINDING EFFECT.

         The Plan shall be binding upon and inure to the benefit of each
         Participating Company and its successors and assigns, and each
         Participant, employee, his or her successors, assigns, designees,
         spouse, and estate. The Plan shall also be binding upon any successor
         corporation or organization succeeding to substantially all of the
         assets and business of the Company, but nothing in the Plan shall
         preclude the Company from merging or consolidating into or with, or
         transferring all or substantially all of its assets to, another
         corporation which assumes the Plan and all obligations of the Company
         hereunder. The Company agrees that it will make appropriate provision
         for the preservation of the rights of Participants, employees and
         surviving lawful spouses under the Plan in any agreement or plan or
         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 and
         assumption that results in a Participant continuing to be employed by
         the Company or an Affiliated Corporation, the term "Participating
         Company" shall refer to such other corporation and the Plan shall
         continue in full force and effect as to that Participant and his or her
         lawful spouse or other beneficiary.

9.02.    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.

9.03.    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.

9.04.    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.

                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 26
<PAGE>   27
9.05.    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.

9.06.    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 the
         benefits with respect to such person are paid under the Pension Plan if
         applicable, or to the Participant's surviving lawful spouse, a child, a
         relative, an institution maintaining or having custody of such person,
         or to 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.

9.07.    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.

9.08.    EFFECTIVE DATE.

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

                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 27
<PAGE>   28
9.09.    PLAN YEAR.

         For purposes of administering the Plan, the plan year shall begin on
         January 1 and end on December 31, provided, however, that the first
         Plan Year shall begin on October 1, 1996 and end on December 31, 1996.

9.10.    HEADINGS.

         The captions of the preceding 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.

9.11.    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.

9.12.    FORFEITURE OF BENEFITS.

         Except as provided in this SECTION 9.12 and SECTION 3.02, benefits
         previously awarded may not be canceled and, upon attaining the right
         under the Plan for an immediate service benefit or deferred benefit or
         for an automatic survivor annuity, such right shall be nonforfeitable.
         Notwithstanding any eligibility or entitlement to benefits of an
         individual arising or conferred under any other provision or paragraph
         of this Plan, all benefits for which a Participant would otherwise be
         eligible hereunder may be forfeited, at the discretion of the Board or
         the Committee, if an individual without the Company's consent
         establishes a relationship with a competitor of the Company or engages
         in activity in conflict with or adverse to the interests of the Company
         under the standards of the Company's Non-Competition Guideline and as
         determined by the Board or the Committee in its sole discretion.

9.13.    OPTION DURING DISABILITY.

         If an employee who has left the service of a Participating Company has
         elected to continue receiving disability benefits which he or she had
         been receiving prior to his or her termination and to defer receiving
         pension payments under the Pension Plan to which he or she is eligible,
         benefits under the Plan shall be deferred until such time as the
         employee begins to receive payments under the Pension Plan.

9.14.    SPECIAL CLASSIFICATION.

         For purposes of the Plan, the determination of those causes of death
         not classified as due to accident shall be accomplished in the same
         manner as set forth in the Pension Plan.

                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 28
<PAGE>   29
9.15.    CLAIMS RELEASE.

         In case of accident resulting in the death of a participant which
         entitles his or her beneficiaries or his or her annuitant to death
         benefits under the Plan, such beneficiaries or annuitant shall, prior
         to the payment of any such benefits, sign a release, releasing the
         Company or other Participating Companies, as applicable, from all
         claims and demands which the deceased had and which his or her
         beneficiaries or his or her annuitant may have against them, otherwise
         than under the Plan, on account of such accident. If any persons other
         than the beneficiaries under this Plan might legally assert claims
         against a Participating Company on account of the death of the
         individual, no part of the death benefit under the Plan shall be due or
         payable until there have also been delivered to the Committee or the
         Administrator, as applicable, good and sufficient releases of all
         claims, arising from or growing out of the death of the individual,
         which such other persons might legally assert against any Participating
         Company. The Committee or the Administrator, as applicable, in its
         discretion, may require that the releases described above shall release
         an other company connected with the accident, including the Company or
         any other Participating Company, as applicable. This requirement of a
         release or releases shall not apply in the case of Survivor Annuities
         as described in SECTION 4.02(D).

9.16.    DAMAGE CLAIMS OR SUITS.

         Should a claim other than under the Plan be presented or suit brought
         against the Company or any Participating Company for damages on account
         of death of a Participant, nothing shall be payable under the Plan on
         account of such death except as provided in SECTION 9.17; provided,
         however, that the Committee or the Administrator, as applicable, may,
         in its discretion and upon such terms as it may prescribe, waive this
         provision if such claim be withdrawn or if such suit be discontinued;
         and provided further that this provision shall not preclude the payment
         of Survivor Annuities as described in SECTION 4.02(D).

9.17.    JUDGMENT OR SETTLEMENT.

         In case any judgment is recovered against any Participating Company or
         any settlement is made of any claim or suit on account of the death of
         a Participant, and the amount paid to the beneficiaries who would have
         received benefits under the Plan is less than what would otherwise have
         been payable under the Plan, the difference between the two amounts
         may, in the discretion of the Committee or the Administrator, as
         applicable, be distributed to such beneficiaries.

9.18.    PAYMENT UNDER LAW.

         In the case of any benefit (which the Committee or the Administrator,
         as applicable, 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

                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 29
<PAGE>   30
         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.
         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 any other comparable
         plan sponsored by the Company, the amount of such payments under law
         shall not be considered under this Plan.

9.19.    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 8.02.

         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. Kraven
                Vice President - Law
                Assistant Secretary


                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 30
<PAGE>   31
                                   APPENDIX A

          SECTION 4.02(C) ALTERNATE MINIMUM FORMULA - TABLE OF FACTORS

<TABLE>
<CAPTION>
             AGE
         50 or less  51      52      53      54      55      56      57      58      59
SERVICE
<S>         <C>         <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
20 or less  1.33     1.33    1.33    1.36    1.43    1.47    1.43    1.38    1.33    1.28

21          1.38     1.32    1.32    1.35    1.42    1.46    1.42    1.37    1.32    1.27

22          1.42     1.37    1.31    1.34    1.41    1.45    1.41    1.36    1.30    1.26

23          1.47     1.41    1.36    1.33    1.40    1.44    1.40    1.35    1.29    1.25

24          1.52     1.46    1.40    1.39    1.39    1.43    1.39    1.34    1.29    1.24

25          1.58     1.51    1.45    1.43    1.45    1.42    1.38    1.33    1.28    1.23

26          1.57     1.50    1.44    1.42    1.44    1.41    1.37    1.32    1.27    1.22

27          1.57     1.49    1.43    1.42    1.43    1.40    1.36    1.31    1.26    1.21

28          1.56     1.48    1.42    1.41    1.43    1.39    1.36    1.31    1.25    1.21

29          1.55     1.48    1.42    1.40    1.42    1.39    1.35    1.30    1.25    1.20

30          1.38     1.36    1.33    1.35    1.39    1.38    1.34    1.29    1.24    1.19

31          1.38     1.35    1.33    1.34    1.39    1.37    1.34    1.29    1.24    1.19
</TABLE>


<TABLE>
<CAPTION>
            60      61      62      63      64      65
SERVICE
<C>         <C>     <C>     <C>     <C>     <C>     <C>
20 or less   1.25    1.20    1.15    1.10    1.05    1.00
  
21          1.24    1.19    1.14    1.09    1.05    1.00

22          1.23    1.18    1.14    1.09    1.05    1.00

23          1.22    1.17    1.13    1.09    1.04    1.00

24          1.21    1.17    1.12    1.08    1.04    1.00

25          1.20    1.16    1.12    1.08    1.04    1.00

26          1.19    1.15    1.11    1.08    1.04    1.00

27          1.18    1.15    1.11    1.07    1.04    1.00

28          1.18    1.14    1.11    1.07    1.04    1.00

29          1.17    1.14    1.10    1.07    1.03    1.00

30          1.17    1.13    1.10    1.07    1.03    1.00

31          1.16    1.13    1.10    1.06    1.03    1.00
</TABLE>

                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 31
<PAGE>   32
<TABLE>
<S>         <C>    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
32          1.37   1.35    1.32    1.34    1.38    1.37    1.33    1.28    1.23    1.18

33          1.37   1.34    1.32    1.34    1.38    1.36    1.33    1.28    1.23    1.18

34          1.36   1.34    1/31    1.33    1.37    1.36    1.32    1.27    1.22    1.17

35 or more  1.36   1.33    1.31    1.33    1.37    1.35    1.32    1.27    1.22    1.17
  

<C>           <C>     <C>     <C>     <C>     <C>     <C>
32            1.16    1.12    1.09    1.06    1.03    1.00

33            1.15    1.12    1.09    1.06    1.03    1.00

34            1.15    1.12    1.09    1.06    1.03    1.00

35 or more    1.14    1.11    1.09    1.06    1.03    1.00
  
</TABLE>


                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 32
<PAGE>   33
                                   APPENDIX B

                        SECTION 4.02(b) ALTERNATE FORMULA

      EARLY RETIREMENT FACTORS BASED UPON ATTAINED YEARS AND MONTHS OF AGE



ATTAINED AGE

<TABLE>
<CAPTION>
Years                                              Months
-----                                              ------

          0       1        2       3        4        5        6        7       8        9       10       11
          -       -        -       -        -        -        -        -       -        -       --       --

<S>     <C>     <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>
50      .29     .29      .30     .30      .31      .31      .32      .32     .32      .33      .33      .34
--

51      .34     .34      .35     .35      .36      .36      .37      .37     .37      .38      .38      .39
--

52      .39     .40      .40     .41      .42      .42      .43      .44     .44      .45      .46      .46
--

53      .47     .48      .48     .49      .50      .50      .51      .52     .52      .53      .54      .54
--

54      .55     .56      .57     .57      .58      .59      .60      .60     .61      .62      .63      .63
--

55      .64     .64      .66     .66      .66      .66      .67      .67     .67      .67      .69      .69
--

56      .69     .69      .71     .71      .71      .72      .72      .72     .74      .74      .74      .76
--

57      .76     .76      .78     .78      .78      .79      .79      .79     .81      .81      .81      .83
--

58      .83     .83      .84     .84      .86      .86      .88      .88     .88      .90      .90      .91
--

59      .91     .91      .93     .93      .95      .95      .97      .97     .97      .98      .98      1.00
--

60      1.00
</TABLE>


                             LUCENT TECHNOLOGIES INC. NON-QUALIFIED PENSION PLAN
                                                                         PAGE 33