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                                                           EXHIBIT (10)(iii)(A)4

                            LUCENT TECHNOLOGIES INC.
                 STOCK RETAINER PLAN FOR NON-EMPLOYEE DIRECTORS
                              ADOPTED APRIL 3, 1996
                              AMENDED JULY 16, 1997



                  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,
each payment of all or any portion of the retainer payable to each Participant
for service on the Board or (if applicable) for serving as chair of a committee
of the Board (together, the "Retainer"), shall be made by delivering one-half in
cash and one-half in the form of shares of Common Stock (such shares, the "Stock
Retainer") having a Fair Market Value (as defined below) as of the date of
payment, equal to one-half of the amount of the Retainer that is being paid;
provided, that if the number of shares that would otherwise be so paid to any
Participant 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; and, provided further, that a Participant
may elect to direct that all or a portion of such shares be credited to the
deferred compensation account of such Participant under the Company's Deferred
Compensation Plan for Non-Employee Directors to be held in the Company Shares
portion of such account. The payment of all
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Stock Retainers shall be made subject to any applicable restrictions set forth
in Section 6 hereof.

                  (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


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     from authorized but unissued or treasury shares of the Company as shall
     from time to time be necessary for issuance pursuant to the Plan.

                  (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) Notwithstanding any other provision of the Plan, the
     Board shall not be authorized to exercise any discretion with respect to
     the selection of persons to receive Stock Retainers under the Plan or
     concerning the amount or timing of the delivery of the Stock Retainers
     under the Plan.

                      (d) 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.


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