<PAGE>
                                                                    Exhibit 4.11



                         1,750,000 PREFERRED SECURITIES

                       LUCENT TECHNOLOGIES CAPITAL TRUST I

             7.75% CUMULATIVE CONVERTIBLE TRUST PREFERRED SECURITIES

                         GUARANTEED BY, AND CONVERTIBLE
                            INTO THE COMMON STOCK OF,

                            LUCENT TECHNOLOGIES INC.

                          REGISTRATION RIGHTS AGREEMENT

                                                                  March 13, 2002
<PAGE>
         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and
entered into as of March 13, 2002 by and among Lucent Technologies Inc., a
Delaware corporation (the "COMPANY"), Lucent Technologies Capital Trust I (the
"TRUST"), a statutory business trust formed under the Business Trust Act of the
State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. Section
3801 et seq.), Morgan Stanley & Co. Incorporated ("MORGAN STANLEY"), Salomon
Smith Barney Inc. ("SALOMON SMITH BARNEY"), J.P. Morgan Securities Inc., Bear,
Stearns & Co. Inc., Deutsche Banc Alex. Brown Inc, and SG Cowen Securities
Corporation (collectively, the "INITIAL PURCHASERS"), for whom Morgan Stanley
and Salomon Smith Barney are acting as representatives (the "REPRESENTATIVES").

         This Agreement is made pursuant to the Purchase Agreement dated March
13, 2002, among the Company, the Trust and the Initial Purchasers (the "PURCHASE
AGREEMENT"), which provides for the sale by the Trust to the Initial Purchasers
an aggregate of 1,750,000 (including an aggregate of 250,000 that the Trust has
granted the Initial Purchasers an overallotment option to purchase pursuant to
the Purchase Agreement) of its 7.75% Cumulative Convertible Trust Preferred
Securities, initial liquidation preference $1,000 per preferred security (the
"TRUST PREFERRED SECURITIES"). The proceeds of the sale by the Trust of the
Trust Preferred Securities, together with the proceeds from the sale of the
common securities of the Trust to the Company, are to be invested by the Trust
in 7.75% convertible subordinated debentures due March 15, 2017 of the Company
(the "SUBORDINATED DEBENTURES") issued pursuant to the Indenture (as defined
herein). The Trust Preferred Securities are guaranteed, on a subordinated basis,
by the Company to the extent set forth in the Guarantee Agreement (the
"GUARANTEE") and will be convertible into shares of Common Stock, par value $.01
per share, of the Company (the "COMMON STOCK") at the conversion price set forth
in the Final Memorandum (as defined in the Purchase Agreement). For purposes of
this Agreement, the term "SECURITIES" refers to the Trust Preferred Securities,
the Subordinated Debentures, all shares of Common Stock issued on conversion of
the Trust Preferred Securities or Subordinated Debentures and the Guarantee.

         In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company and the Trust have agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights
with respect to the Securities set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions.

         As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

         "ADDITIONAL DISTRIBUTIONS" shall have the meaning set forth in the
Amended and Restated Trust Agreement.

         "ADDITIONAL INTEREST" shall have the meaning set forth in the
Indenture.


                                       2
<PAGE>
         "AMENDED AND RESTATED TRUST AGREEMENT" shall mean the Amended and
Restated Trust Agreement dated as of March 19, 2002 among the Company as
depositor, The Bank of New York, as property trustee, The Bank of New York
(Delaware), as Delaware trustee, and three employees or officers of, or
affiliates with the Company, as administrative trustees.

         "1933 ACT" shall mean the Securities Act of 1933, as amended from time
to time.

         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

         "CLOSING DATE" shall mean the Closing Date as defined in the Purchase
Agreement.

         "COMMON STOCK" shall have the meaning set forth in the preamble.

         "COMPANY" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

         "GUARANTEE" shall have the meaning set forth in the preamble.

         "GUARANTEE AGREEMENT" shall mean the Guarantee Agreement, dated as of
March 19, 2002, executed and delivered by the Company for the benefit of the
Holders as amended or supplemented from time to time in accordance with the
terms thereof.

         "HOLDERS" shall mean the Initial Purchasers, for so long as they own
any Registrable Securities (except that for purposes of Section 4 hereof, the
Initial Purchasers shall always be considered Holders), and each of their
respective successors, assigns and direct and indirect transferees who become
registered owners of Registrable Securities.

         "INITIAL PURCHASERS" shall have the meaning set forth in the preamble.

         "INDENTURE" shall mean the Indenture, dated as of March 19, 2002,
relating to the Company's Subordinated Debentures, which sets forth the powers,
preferences, rights, qualifications, limitations and restrictions of the
Subordinated Debentures.

         "MAJORITY HOLDERS" shall mean, with respect to any particular
Registrable Securities, the Holders of a majority of the aggregate liquidation
preference plus accrued and unpaid distributions of such Registrable Securities
which are Trust Preferred Securities and the aggregate principal amount of such
Registrable Securities which are Subordinated Debentures issued upon exchange of
such Trust Preferred Securities, taken as a whole. In addition, the Common Stock
surrendered for conversion or exchange in order to receive such number of shares
of Common Stock shall be treated as representing the liquidation amount of Trust
Preferred Securities or the principal amount of Subordinated Debentures;
provided that, for purposes of Section 5(b), whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or any of its affiliates
(as such term is defined in Rule 405 under the 1933 Act) (other than the Initial
Purchasers or subsequent Holders of Registrable Securities if such subsequent
holders are


                                       3
<PAGE>
deemed to be such affiliates solely by reason of their holding such Registrable
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage or amount.

         "PERSON" shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

         "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble.

         "PROSPECTUS" shall mean the prospectus included in a Shelf Registration
Statement, including any preliminary prospectus, at the time such Registration
Statement is declared effective, and any such prospectus as amended or
supplemented by any prospectus supplement, including a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case, including all
material incorporated by reference therein.

         "REGISTRABLE SECURITIES" shall mean the Securities; provided, however,
that the Securities shall cease to be Registrable Securities on the earlier to
occur of (i) the date on which a Shelf Registration Statement with respect to
such Securities shall have been declared effective under the 1933 Act and such
Securities shall have been disposed of pursuant to such Shelf Registration
Statement, (ii) the date on which such Securities may be sold to the public
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the 1933 Act or (iii) the date on which such Securities shall have
ceased to be outstanding.

         "REGISTRATION DEFAULTS" shall mean the occurrence of any of the
following events:

         (i)      on or prior to the 90th day following the date of original
                  issuance of the Trust Preferred Securities, a Shelf
                  Registration Statement has not been filed with the SEC,

         (ii)     on or prior to the 180th day following the date of original
                  issuance of the Trust Preferred Securities, a Shelf
                  Registration Statement has not been declared effective by the
                  SEC, or

         (iii)    after a Shelf Registration Statement has been declared
                  effective by the SEC, the Shelf Registration Statement
                  thereafter ceases to remain effective or useable (except as
                  provided in the second to last paragraph of Section 3) in
                  connection with resales of the Registrable Securities during
                  the period specified in the third sentence of Section 2(a);

provided, however, that a Registration Default shall cease to occur and be cured
under clause (i) above at such time as a Shelf Registration Statement is filed;
under clause (ii) above at such time as a Shelf Registration Statement is
declared effective by the SEC; and under clause (iii) above at such time as a
Shelf Registration Statement becomes effective or usable again after ceasing to
be effective or usable.


                                       4
<PAGE>
         "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company and the Trust with this Agreement,
including without limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of counsel (not to
exceed $10,000) for any underwriters or Holders in connection with blue sky
qualification of any of the Registrable Securities), (iii) all expenses of
printing and distributing, at the request of the Company, any Shelf Registration
Statement, any Prospectus, any amendments or supplements thereto, (iv) all
rating agency fees, (v) all fees and disbursements of the Transfer Agent, (vi)
the fees and disbursements of counsel for the Company and the Trust and the
reasonable fees and disbursements of one counsel for the Holders incurred on or
before the initial effectiveness of the Shelf Registration Statement, which
counsel shall be counsel for the Initial Purchasers or other counsel selected by
the Majority Holders and satisfactory to the Company ("COUNSEL FOR THE
HOLDERS"), (vii) the fees and disbursements of the independent public
accountants of the Company, including the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance, and (viii) the fees and expenses of listing the Common Stock on any
securities exchange or quotation system in accordance with Section 3(o) hereof,
but excluding underwriting discounts, if any, and commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Securities by
the Holders.

         "SEC" shall mean the U.S. Securities and Exchange Commission.

         "SECURITIES" shall have the meaning set forth in the preamble.

         "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(a) hereof.

         "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company and the Trust pursuant to the provisions of Section
2(a) of this Agreement providing for the sale by the Holders of all of the
Registrable Securities (except Registrable Securities that the Holders have
elected not to include in such Shelf Registration Statement) or Securities that
represent an unsold allotment for the original offering thereof on an
appropriate form under Rule 415 under the 1933 Act, or any similar rule that may
be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case, including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

         "SUBORDINATED DEBENTURES" shall have the meaning set forth in the
preamble.

         "TRANSFER AGENT" shall mean the transfer agent with respect to the
Trust Preferred Securities and the Common Stock

         "TRUST AGREEMENT" shall mean the Trust Agreement dated as of February
1, 2002 among the Company as depositor, The Bank of New York, as property
trustee, The Bank of New York (Delaware), as Delaware trustee, and three
employees or officers of, or affiliates with the Company, as administrative
trustees.


                                       5
<PAGE>
         "TRUST PREFERRED SECURITIES" shall have the meaning set forth in the
preamble.

         "UNDERWRITERS" shall have the meaning set forth in Section 3 hereof.

         "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean a
registration in which Registrable Securities are sold to an Underwriter for
reoffering to the public.

         2. Registration under the 1933 Act.

                  (a) The Company and the Trust shall prepare, and not later
         than 90 days following the date of original issuance of the Trust
         Preferred Securities, shall use its reasonable best efforts to cause to
         be filed with the SEC, a Shelf Registration Statement. The Company and
         the Trust shall use their reasonable best efforts to have the Shelf
         Registration Statement declared effective by the SEC on or prior to the
         date that is 180 days after the date of original issuance of the Trust
         Preferred Securities. The Company and the Trust agree to use their
         reasonable best efforts to keep the Shelf Registration Statement
         continuously effective until the earlier of the expiration of the
         period referred to in Rule 144(k) under the 1933 Act with respect to
         the Registrable Securities or two years after the issue date of the
         Trust Preferred Securities or such shorter period that will terminate
         when all of the Registrable Securities covered by the Shelf
         Registration Statement have been sold pursuant to the Shelf
         Registration Statement. The Company and the Trust further agree to
         supplement or amend the Shelf Registration Statement if required by the
         rules, regulations or instructions applicable to the registration form
         used by the Company and the Trust for such Shelf Registration Statement
         or by the 1933 Act or by any other rules and regulations thereunder for
         shelf registration or if reasonably requested by a Holder with respect
         to information relating to such Holder and required by applicable law
         to be included therein, and to use their reasonable best efforts to
         cause any such amendment to become effective and such Shelf
         Registration Statement to become usable as soon thereafter as
         practicable. The Company and the Trust agree to furnish to the Holders
         of Registrable Securities copies of any such supplement or amendment
         promptly after its being used or filed with the SEC.

                  (b) The Company shall pay all Registration Expenses in
         connection with the registration pursuant to Section 2(a). Each Holder
         shall pay all underwriting discounts, if any, and commissions and
         transfer taxes, if any, relating to the sale or disposition of such
         Holder's Registrable Securities pursuant to the Shelf Registration
         Statement.

                  (c) The Shelf Registration Statement filed pursuant to Section
         2(a) hereof will not be deemed to have become effective unless it has
         been declared effective by the SEC; provided, however, that, if, after
         it has been declared effective, the offering of Registrable Securities
         pursuant to the Shelf Registration Statement is interfered with by any
         stop order, injunction or other order or requirement of the SEC or any
         other governmental agency or court, the Shelf Registration Statement
         will be deemed not to be effective during the period of such
         interference until the offering of Registrable Securities pursuant to
         the Shelf Registration Statement may legally resume.


                                       6
<PAGE>
                  (d) Upon the occurrence of a Registration Default, Holders
         will be entitled to receive Additional Distributions as provided in the
         Amended and Restated Trust Agreement or, if the Trust Preferred
         Securities have been exchanged for Subordinated Debentures, Additional
         Interest as provided in the Indenture.

                  (e) Without limiting the remedies available to the Initial
         Purchasers and the Holders, the Company and the Trust acknowledge that
         any failure by the Company or the Trust to comply with any of their
         respective obligations under Section 2(a) hereof may result in material
         irreparable injury to the Initial Purchasers or the Holders for which
         there is no adequate remedy at law, that it will not be possible to
         measure damages for such injuries precisely and that, in the event of
         any such failure, the Initial Purchasers or any Holder may obtain such
         relief as may be required to specifically enforce the Company's and the
         Trust's obligations under Section 2(a) hereof.

         3. Registration Procedures.

         In connection with the obligations of the Company and the Trust with
respect to the Shelf Registration Statement pursuant to Section 2(a) hereof, the
Company and the Trust shall reasonably promptly:

                  (a) prepare and file with the SEC a Shelf Registration
         Statement on the appropriate form under the 1933 Act, which form shall
         (x) be selected by the Company, (y) be available for the sale of the
         Registrable Securities by the selling Holders thereof and (z) comply as
         to form in all material respects with the requirements of the
         applicable form and include all financial statements required by the
         SEC to be filed therewith or incorporated by reference therein, and use
         their reasonable best efforts to cause the Shelf Registration Statement
         to become effective and remain effective in accordance with Section 2
         hereof;

                  (b) prepare and file with the SEC such amendments and post-
         effective amendments to the Shelf Registration Statement as may be
         necessary to keep the Shelf Registration Statement effective for the
         applicable period and cause each Prospectus to be supplemented by any
         required prospectus supplement and, as so supplemented, to be filed
         pursuant to Rule 424 under the 1933 Act; and keep each Prospectus
         current during the period described under Section 4(3) and Rule 174
         under the 1933 Act that is applicable to transactions by brokers or
         dealers with respect to the Registrable Securities;

                  (c) furnish to each Holder of Registrable Securities, to
         counsel for the Holders and for the Initial Purchasers (or, if
         applicable, separate counsel for the Holders) and to each Underwriter
         of an Underwritten Offering of Registrable Securities, if any, without
         charge, as many copies of each Prospectus, including each preliminary
         Prospectus and any amendment or supplement thereto and such other
         documents as such Holder or Underwriter may reasonably request, in
         order to facilitate the public sale or other disposition of the
         Registrable Securities; and each of the Company and the Trust consent
         to the use of such Prospectus and any amendment or supplement thereto
         in accordance with applicable law by


                                       7
<PAGE>
         each of the selling Holders of Registrable Securities and any such
         Underwriters in connection with the offering and sale of the
         Registrable Securities covered by and in the manner described in such
         Prospectus or any amendment or supplement thereto in accordance with
         applicable law; provided, however, that such consent is subject to
         compliance by the Holders and any such Underwriters with the second to
         last paragraph of Section 3;

                  (d) use their reasonable best efforts (i) to register or
         qualify the Registrable Securities under all applicable state
         securities or "blue sky" laws of such jurisdictions as any Holder of
         Registrable Securities covered by the Shelf Registration Statement
         shall reasonably request in writing by the time the Shelf Registration
         Statement is declared effective by the SEC and (ii) to cooperate with
         such Holders in connection with any filings required to be made with
         the National Association of Securities Dealers, Inc. and do any and all
         other customary acts and things which may be reasonably necessary or
         advisable to enable such Holder to consummate the disposition in each
         such jurisdiction of such Registrable Securities owned by such Holder;
         provided, however, that neither the Company nor the Trust shall be
         required to (A) register or qualify as a foreign corporation or as a
         trust or as a dealer in securities in any jurisdiction where it would
         not otherwise be required to register or qualify but for this Section
         3(d), or (B) take any action that would subject either of them to any
         general service of process or to taxation in any such jurisdiction if
         it is not so subject;

                  (e) notify each Holder of Registrable Securities, counsel for
         the Holders and for the Initial Purchasers (or, if applicable, separate
         counsel for the Holders) promptly and, if requested by such Persons,
         confirm such advice in writing, (i) when the Shelf Registration
         Statement has become effective and when any post-effective amendment
         thereto has been filed and becomes effective, (ii) of any request by
         the SEC or any state securities authority for amendments and
         supplements to the Shelf Registration Statement and Prospectus or for
         additional information after the Shelf Registration Statement has
         become effective, (iii) of the issuance by the SEC or any state
         securities authority of any stop order suspending the effectiveness of
         the Shelf Registration Statement or the initiation of any proceedings
         for that purpose, (iv) if, between the effective date of the Shelf
         Registration Statement and the closing of any sale of Registrable
         Securities covered thereby, the Company or the Trust receives any
         notification with respect to the suspension of the qualification of the
         Registrable Securities for sale in any jurisdiction or the initiation
         of any proceeding for such purpose, (v) of the happening of any event
         during the period the Shelf Registration Statement is effective which
         makes any statement made in the Shelf Registration Statement or the
         related Prospectus untrue in any material respect or which requires the
         making of any changes in the Shelf Registration Statement or Prospectus
         in order to make the statements therein not misleading and (vi) of any
         determination by the Company that a post-effective amendment to the
         Shelf Registration Statement would be appropriate;

                  (f) make every reasonable effort to obtain the withdrawal of
         any order suspending the effectiveness of the Shelf Registration
         Statement at


                                       8
<PAGE>
         the earliest possible moment and provide prompt notice to each Holder
         of Registrable Securities of the withdrawal of any such order;

                  (g) furnish to each Holder of Registrable Securities, upon
         request and without charge, at least one conformed copy of the Shelf
         Registration Statement and any post-effective amendment thereto
         (without documents incorporated therein by reference or exhibits
         thereto, unless requested);

                  (h) in connection with any sale of Registrable Securities
         which are in certificated form that will result in such securities no
         longer being Registrable Securities, cooperate with the selling Holders
         of Registrable Securities to facilitate the timely preparation and
         delivery of certificates representing Registrable Securities to be sold
         and not bearing any restrictive legends (unless required by applicable
         securities laws) and enable such Registrable Securities to be in such
         denominations and registered in such names as the selling Holders may
         reasonably request at least two business days prior to the closing of
         any sale of Registrable Securities;

                  (i) upon the occurrence of any event contemplated by Section
         3(e) hereof that so requires, use their reasonable best efforts to
         prepare and file with the SEC a supplement or post-effective amendment
         to the Shelf Registration Statement or the related Prospectus or any
         document incorporated therein by reference or file any other required
         document so that, as thereafter delivered to the purchasers of the
         Registrable Securities, such Prospectus will not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein, in the light of the circumstances under
         which they were made, not misleading. The Company agrees to notify the
         Holders of Registrable Securities to suspend use of the Prospectus as
         promptly as practicable after the occurrence of such an event, and the
         Holders hereby agree to suspend use of the Prospectus until the Company
         has amended or supplemented the Prospectus to correct such misstatement
         or omission;

                  (j) a reasonable time prior to the filing of the Shelf
         Registration Statement, any Prospectus, any amendment to the Shelf
         Registration Statement or amendment or supplement to a Prospectus to be
         filed pursuant to the 1933 Act, provide copies of such document to
         Morgan Stanley and Salomon Smith Barney and their counsel and make such
         of the representatives of the Company as shall be reasonably requested
         by Salomon Smith Barney and Morgan Stanley or their counsel available
         for discussion of such document, and shall not at any time file or make
         any amendment to the Shelf Registration Statement, any Prospectus or
         any amendment of or supplement to the Shelf Registration Statement or a
         Prospectus, of which Salomon Smith Barney and Morgan Stanley and their
         counsel shall not have previously been advised and furnished a copy or
         to which Salomon Smith Barney and Morgan Stanley or their counsel shall
         reasonably object within two business days after receipt thereof;

                  (k) obtain a CUSIP number for all Registrable Securities not
         later than the effective date of the Shelf Registration Statement;

                  (l) cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration


                                       9
<PAGE>
         of the Registrable Securities, cooperate with the trustee under the
         Indenture and the Holders to effect such changes to the Indenture as
         may be required for the Indenture to be so qualified in accordance with
         the terms of the TIA and execute, and use its best efforts to cause the
         trustee under the Indenture to execute, all documents as may be
         required to effect such changes and all other forms and documents
         required to be filed with the SEC to enable the Indenture to be so
         qualified in a timely manner;

                  (m) make available for inspection by any Underwriter
         reasonably acceptable to the Company participating in any disposition
         pursuant to the Shelf Registration Statement, and counsel for the
         Holders reasonably acceptable to the Company, at reasonable times and
         in a reasonable manner, all financial and other records, material
         corporate documents and properties of the Company and the Trust, and
         cause the respective officers, directors and employees of the Company
         and the respective officers of the Trust to supply such information
         reasonably requested by any such representative, Underwriter, attorney
         or accountant in connection with the Shelf Registration Statement, in
         each case, that would customarily be reviewed or examined in connection
         with a "DUE DILIGENCE" review in connection with filing a Shelf
         Registration Statement of the Company;

                  (n) if reasonably requested by any Holder of Registrable
         Securities covered by the Shelf Registration Statement, (i) as promptly
         as practicable incorporate in a Prospectus supplement or post-effective
         amendment such information with respect to such Holder as is required
         to be included therein in accordance with applicable law and (ii) make
         all required filings of such Prospectus supplement or such
         post-effective amendment as soon as the Company has received
         notification of the matters to be incorporated in such filing;
         provided, however, that the Company and the Trust shall not be required
         to take any action pursuant to this Section 3(n) that would, in the
         opinion of counsel for the Company reasonably satisfactory to the
         Initial Purchasers, violate applicable law;

                  (o) cause all Registrable Securities covered by the Shelf
         Registration Statement (i) that consist of Common Stock to be listed on
         each securities exchange or quotation system on which similar
         securities issued by the Company are then listed, if so requested by
         the Majority Holders and (ii) that consist of Trust Preferred
         Securities to be rated with Standard & Poor's and Moody's Investors
         Service Inc., if so requested by the Majority Holders; and

                  (p) in the case of an Underwritten Offering pursuant to the
         Shelf Registration, upon the request of the Majority Holders of
         Registrable Securities included therein, enter into such customary
         agreements and take all such other customary actions in connection
         therewith (including those reasonably requested by counsel for the
         Holders) in order to expedite or facilitate the disposition of such
         Registrable Securities and in such connection, (i) to the extent
         possible, make such reasonable representations and warranties to the
         Holders and any Underwriters of such Registrable Securities with
         respect to the business of the Trust, the Company and the Company's
         subsidiaries, the Shelf Registration Statement, Prospectus and
         documents incorporated by reference or deemed incorporated by
         reference, if any, in each case, in form, substance and scope as were
         made by the Company in the Purchase Agreement and


                                       10
<PAGE>
         confirm the same if and when requested, (ii) obtain opinions of counsel
         to the Company and of counsel to the Trust (both of such counsel and
         opinions, in form, scope and substance, shall be reasonably
         satisfactory to the selling Holders and such Underwriters and their
         respective counsel) addressed to each selling Holder and Underwriter of
         Registrable Securities, covering the matters customarily covered in
         opinions requested in underwritten offerings, (iii) subject to the
         making of such representations as are customarily made to such
         accountants in relation to their provision of such letters, obtain
         "cold comfort" letters from the independent certified public
         accountants of the Company (and, if necessary, any other certified
         public accountant of any subsidiary or affiliate of the Company, or of
         any business acquired by the Company for which financial statements and
         financial data are or are required to be included in the Shelf
         Registration Statement) addressed to each selling Holder and
         Underwriter of Registrable Securities, such letters to be in customary
         form and covering matters of the type customarily covered in "cold
         comfort" letters in connection with underwritten offerings, and (iv)
         deliver such documents and certificates as may be reasonably requested
         by counsel for the Holders to evidence the continued validity of the
         representations and warranties of the Company made pursuant to clause
         (i) above and to evidence compliance with any customary conditions
         contained in an underwriting agreement.

         The Company may require each Holder of Registrable Securities to
promptly furnish to the Company such information regarding the Holders and the
proposed distribution by such Holder of such Registrable Securities as the
Company may from time to time reasonably request in writing. Notwithstanding
anything herein to the contrary, no Holder of Registrable Securities may include
any of its Registrable Securities in any Shelf Registration Statement pursuant
to this Agreement unless and until such Holder (i) furnishes to the Company in
writing within 20 days after receipt of a request therefor, the information
specified in Items 507 and 508 of Regulation S-K, as applicable, of the 1933 Act
for use in connection with any Shelf Registration Statement or Prospectus or
preliminary prospectus included therein, (ii) agrees to promptly furnish
additional information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading and
(iii) at the Company's request, acknowledges in writing its agreement to be
bound by the provisions of this Agreement in accordance with Section 5(d)
hereof. No Holder shall be entitled to Additional Dividends or Additional
Interest during any period in which exclusion of any Registrable Securities of
such Holder from any Shelf Registration Statement results from the operation of
this paragraph.

         Each Holder agrees that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 3(e) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to the Shelf Registration Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and,
if so directed by the Company, such Holder will deliver to the Company (at its
expense) all copies in its possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. If the Company shall give any
such notice to suspend the disposition of Registrable Securities pursuant to the
Shelf Registration Statement, the Company and the Trust shall extend the period
during which the Shelf Registration Statement shall be maintained effective
pursuant to


                                       11
<PAGE>
this Agreement by the number of days during the period from and including the
date of the giving of such notice to and including the date when the Holders
shall have received copies of the supplemented or amended Prospectus necessary
to resume such dispositions. Such suspensions may not exceed 90 days in the
aggregate in any consecutive 365-day period.

         The Holders of Registrable Securities covered by the Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "UNDERWRITERS") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering and shall be reasonably
acceptable to the Company.

         4. Indemnification and Contribution.

                  (a) The Company agrees to indemnify and hold harmless the
         Initial Purchasers, each other Holder and each Person, if any, who
         controls the Initial Purchasers or any other Holder within the meaning
         of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or
         is under common control with, or is controlled by any Initial Purchaser
         or any other Holder, from and against any and all losses, claims,
         damages and liabilities (including, without limitation, any legal or
         other expenses incurred in connection with defending or investigating
         any such action or claim) caused by any untrue statement or alleged
         untrue statement of a material fact contained in the Shelf Registration
         Statement (or any amendment thereto pursuant to which Registrable
         Securities were registered under the 1933 Act, including all documents
         incorporated therein by reference), or caused by any omission or
         alleged omission to state therein a material fact necessary to make the
         statements therein in light of the circumstances under which they were
         made not misleading, or caused by any untrue statement or alleged
         untrue statement of a material fact contained in any Prospectus (as
         amended or supplemented if the Company or the Trust shall have
         furnished any amendments or supplements thereto, including all
         documents incorporated therein by reference), or caused by any omission
         or alleged omission to state therein a material fact necessary to make
         the statements therein, in the light of the circumstances under which
         they were made, not misleading, except insofar as such losses, claims,
         damages or liabilities are caused by any such untrue statement or
         omission or alleged untrue statement or omission based upon information
         relating to any Initial Purchaser or other Holder furnished to the
         Company in writing by such Initial Purchaser or relating to any other
         Holder furnished to the Company in writing by such Holder expressly for
         use therein; provided, however, that the foregoing indemnity with
         respect to the Preliminary Memorandum (as defined in the Purchase
         Agreement) shall not inure to the benefit of the Initial Purchaser,
         other Holder or controlling person from whom the person asserting any
         such losses, claims, damages, liabilities or actions in respect thereof
         purchased Securities to the extent that any such losses, claims,
         damages, liabilities or actions in respect thereof result from such
         Initial Purchaser's, other Holder's or controlling person's selling
         Securities to a person in an initial resale to whom there was not sent
         or given, at or prior to the written confirmation of the sale of such
         Securities, a copy of the Final Memorandum (as amended or
         supplemented), if the Company had previously furnished a copy of such
         amendments or supplements to


                                       12
<PAGE>
         such Initial Purchaser, other Holder or controlling person prior to
         confirmation of the sale of such Securities to such person by such
         Initial Purchaser, other Holder or controlling person, and the losses,
         claims, damages, liabilities or actions in respect thereof of such
         Initial Purchaser, other Holder or controlling person result from an
         untrue statement or omission of a material fact contained in the
         Preliminary Memorandum, which was corrected in the Final Memorandum (as
         amended or supplemented).

                  (b) Each Holder agrees, severally and not jointly, to
         indemnify and hold harmless the Company, the Trust, the Initial
         Purchasers, each affiliate of an Initial Purchaser which participated
         in the distribution of the Securities and each other selling Holder,
         and each of their respective directors and officers who sign the Shelf
         Registration Statement, any trustees of the Trust and any Person who
         controls the Company, the Trust, any Initial Purchaser and each other
         selling Holder within the meaning of Section 15 of the Act or Section
         20 of the 1934 Act, to the same extent as the foregoing indemnity from
         the Company to the Initial Purchasers and other Holders, but only with
         reference to such untrue statements or omissions, or such alleged
         untrue statements or omissions, contained in the Shelf Registration
         Statement (or any such amendment thereto) based upon information
         relating to any Initial Purchaser or other Holder furnished in writing
         by or on behalf of such Initial Purchaser or other Holder expressly for
         use in the Shelf Registration Statement (or any amendment thereto) or
         any Prospectus (or any amendment or supplement thereto).

                  (c) In case any proceeding (including any governmental
         investigation) shall be instituted involving any person in respect of
         which indemnity may be sought pursuant to Section 4(a) or 4(b), such
         Person (the "INDEMNIFIED PERSON") shall promptly notify the Person
         against whom such indemnity may be sought (the "INDEMNIFYING PERSON")
         in writing and the Indemnifying Person, upon request of the Indemnified
         Person, shall retain one counsel reasonably satisfactory to the
         Indemnified Person to represent the Indemnified Person and any others
         the Indemnifying Person may designate in such proceeding and shall pay
         the fees and disbursements of such counsel related to such proceeding.
         In any such proceeding, any Indemnified Person shall have the right to
         retain its own counsel, but the fees and expenses of such counsel shall
         be at the expense of such Indemnified Person unless (i) the
         Indemnifying Person and the Indemnified Person shall have mutually
         agreed to the retention of such counsel or (ii) the named parties to
         any such proceeding (including any impleaded parties) include both the
         Indemnifying Person and the Indemnified Person and representation of
         both parties by the same counsel would be inappropriate under
         applicable standards of professional conduct due to actual or potential
         differing interests between them. It is understood that the
         Indemnifying Person shall not, in respect of the legal expenses of any
         Indemnified Person in connection with any proceeding or related
         proceedings in the same jurisdiction, be liable for the fees and
         expenses of more than one separate firm (in addition to any local
         counsel) for all such Indemnified Persons and that all such fees and
         expenses shall be reimbursed as they are incurred. Such firm shall be
         designated in writing by Morgan Stanley and Salomon Smith Barney, in
         the case of persons indemnified pursuant to Section 4(a), and by the
         Company, in the case of


                                       13
<PAGE>
         persons indemnified pursuant to Section 4(b). The Indemnifying Person
         shall not be liable for any settlement of any proceeding effected
         without its written consent, but if settled with such consent or if
         there be a final judgment for the plaintiff, the Indemnifying Person
         agrees to indemnify the Indemnified Person from and against any loss or
         liability by reason of such settlement or judgment. No Indemnifying
         Person shall, without the prior written consent of the Indemnified
         Person, effect any settlement of any pending or threatened proceeding
         in respect of which any Indemnified Person is or could have been a
         party and indemnity could have been sought hereunder by such
         Indemnified Person, unless such settlement includes an unconditional
         release of such Indemnified Person from all liability on claims that
         are the subject matter of such proceeding.

                  (d) To the extent the indemnification provided for in Section
         4(a) or 4(b) is unavailable to an Indemnified Person or insufficient in
         respect of any losses, claims, damages or liabilities referred to
         therein, then each Indemnifying Person under such paragraph, in lieu of
         indemnifying such Indemnified Person thereunder, shall contribute to
         the amount paid or payable by such Indemnified Person as a result of
         such losses, claims, damages or liabilities (i) in such proportion as
         is appropriate to reflect the relative benefits received by the Company
         and the Trust on the one hand and the Holders on the other hand from
         the offering of the Securities or (ii) if the allocation provided by
         clause 4(d)(i) above is not permitted by applicable law, in such
         proportion as is appropriate to reflect not only the relative benefits
         referred to in clause 4(d)(i) above but also the relative fault of the
         Company and the Trust on the one hand and of the Holders on the other
         hand in connection with the statements or omissions that resulted in
         such losses, claims, damages or liabilities, as well as any other
         relevant equitable considerations.

                  (e) The Company, the Trust and each Holder agree that it would
         not be just or equitable if contribution pursuant to this Section 4
         were determined by pro rata allocation or by any other method of
         allocation that does not take account of the equitable considerations
         referred to in Section 4(d) above. The amount paid or payable by an
         Indemnified Person as a result of the losses, claims, damages and
         liabilities referred to in Section 4(d) shall be deemed to include,
         subject to the limitations set forth above, any legal or other expenses
         reasonably incurred by such Indemnified Person in connection with
         investigating or defending any such action or claim. Notwithstanding
         the provisions of this Section 4, no Holder shall be required to
         contribute any amount in excess of the amount by which the total price
         at which Registrable Securities were sold by such Holder exceeds the
         amount of any damages that such Holder has otherwise been required to
         pay by reason of such untrue or alleged untrue statement or omission or
         alleged omission. No Person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the 1933 Act) shall be entitled
         to contribution from any Person who was not guilty of such fraudulent
         misrepresentation. The Holders' respective obligations to contribute
         pursuant to this Section are several in proportion to the aggregate
         principal amount of Registrable Securities sold by them pursuant to the
         Shelf Registration Statement. The remedies provided for in this Section
         4 are not exclusive and shall not limit any rights or remedies which
         may otherwise be available to any Indemnified Party at law or in
         equity.


                                       14
<PAGE>
                  (f) Any losses, claims, damages or liabilities for which an
         Indemnified Person is entitled to indemnification or contribution under
         this Section shall be paid by the Indemnifying Person to the
         Indemnified Person as such losses, claims, damages or liabilities are
         incurred. The indemnity and contribution agreements contained in this
         Section 4 and the representations and warranties of the Company
         contained in this Agreement shall remain operative and in full force
         and effect, regardless of (i) any investigation made by or on behalf of
         any Initial Purchaser, any Holder or any Person controlling any Initial
         Purchaser, any Holder, the Company's directors or officers or any
         Person controlling the Company, the Trust, the trustees of the Trust or
         any officers of, or any person controlling, the Trust, (ii) any
         termination of this Agreement and (iii) any sale of Registrable
         Securities pursuant to the Shelf Registration Statement.

         5. Miscellaneous.

                  (a) No Inconsistent Agreements. Neither the Company nor the
         Trust has entered into, and on or after the date of this Agreement will
         not enter into, any agreement which is inconsistent with the rights
         granted to the Holders of Registrable Securities in this Agreement or
         otherwise conflicts with the provisions hereof. The rights granted to
         the Holders hereunder do not in any way conflict with and are not
         inconsistent with the rights granted to the holders of the Company's
         other issued and outstanding securities under any such agreements.

                  (b) Amendments and Waivers. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or supplemented, and waivers or consents to departures from the
         provisions hereof may not be given unless the Company has obtained the
         written consent of Holders of at least a majority in aggregate
         principal amount of the outstanding Registrable Securities affected by
         such amendment, modification, supplement, waiver or consent; provided,
         however, that no amendment, modification, supplement, waiver or consent
         to any departure from the provisions of Section 4 hereof shall be
         effective as against any Holder of Registrable Securities unless
         consented to in writing by such Holder.

                  (c) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand-delivery,
         registered or certified first-class mail, telex, telecopier, or any
         courier guaranteeing overnight delivery (i) if to a Holder, at the most
         current address set forth in the records of the Transfer Agent, which
         address initially is, with respect to the Initial Purchasers, the
         address set forth in the Purchase Agreement; (ii) if to the Company,
         initially at the Company's address set forth in the Purchase Agreement
         and thereafter at such other address, notice of which is given in
         accordance with the provisions of this Section; and (iii) if to the
         Trust, in care of the Company at the appropriate address in the
         preceding clause. A Person may, by notice to another Person, authorize
         any additional means by which that other Person may give such notices
         and other communications to that Person. All such notices and
         communications shall be deemed to have been duly given at the time
         delivered, if personally delivered; five business days after being
         deposited in the mail, postage pre-paid, if mailed; when receipt is


                                       15
<PAGE>
         acknowledged, if telecopied; on the next business day if timely
         delivered to an air courier guaranteeing overnight delivery; and when
         sent, if by any other authorized method.

                  Copies of all such notices, demands, or other communications
         shall be concurrently delivered by the Person giving the same to the
         trustee under the Indenture, at the address specified in the Indenture.

                  (d) Successors and Assigns. This Agreement shall inure to the
         benefit of and be binding upon the successors, assigns and transferees
         of each of the parties, including, without limitation and without the
         need for an express assignment or assumption, subsequent Holders;
         provided that nothing herein shall be deemed to permit any assignment,
         transfer or other disposition of Registrable Securities in violation of
         the terms of the Purchase Agreement or the Amended and Restated Trust
         Agreement. If any transferee of any Holder shall acquire Registrable
         Securities, in any manner, whether by operation of law or otherwise,
         such Registrable Securities shall be held subject to all of the terms
         of this Agreement and by taking and holding such Registrable
         Securities, such Person shall be conclusively deemed to have agreed to
         be bound by and to perform all of the terms and provisions of this
         Agreement and such Person shall be entitled to the benefits hereof. The
         Initial Purchasers shall have no liability or obligation to the Company
         or to the Trust with respect to any failure by any other Holder to
         comply with, or any breach by any other Holder of, the obligations of
         such Holder under this Agreement.

                  (e) Purchases and Sales of Securities. The Company shall not,
         and shall cause its affiliates (as defined in rule 405 under the 1993
         Act) not to, purchase and then resell or otherwise transfer any
         Securities other than to the Company or its affiliates.

                  (f) Third Party Beneficiary. Each Holder shall be a third
         party beneficiary to the agreements made hereunder between the Company
         and the Trust, on the one hand, and the Initial Purchasers, on the
         other hand, and shall have the right to enforce such agreements
         directly to the extent it deems such enforcement necessary or advisable
         to protect its rights or the rights of Holders hereunder.

                  (g) Counterparts. This Agreement may be signed in any number
         of counterparts, each of which shall be an original, with the same
         effect as if the signatures thereto and hereto were upon the same
         instrument.

                  (h) Headings. The headings of the sections of this Agreement
         have been inserted for convenience of reference only and shall not be
         deemed a part of this Agreement.

                  (i) Governing Law. This Agreement shall be governed by and
         construed in accordance with the internal laws of the State of New
         York.

                  (j) Severability. In the event that one or more of the
         provisions contained herein, or the application thereof in any
         circumstances, is held invalid, illegal or unenforceable, the validity,
         legality and enforceability of any such provision in every other
         respect and of the remaining provisions contained herein shall not be
         affected or impaired thereby.


                                       16
<PAGE>
                  (k) Termination. This agreement shall terminate and all rights
         and obligations of the parties under it shall cease if the Trust
         Preferred Securities are not issued and sold by the Trust to the
         Initial Purchasers pursuant to the Purchase Agreement.


                                       17
<PAGE>
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                    LUCENT TECHNOLOGIES CAPITAL TRUST I,
                                            a Delaware Statutory Business Trust

                                    By: LUCENT TECHNOLOGIES INC.,
                                            As Depositor

                                    By:  /s/ Martina Hund-Mejean
                                         ---------------------------------------
                                         Name: Martina Hund-Mejean
                                         Title:   Senior Vice President and
                                                  Teasurer

                                    LUCENT TECHNOLOGIES INC.


                                    By:  /s/ Martina Hund-Mejean
                                         ---------------------------------------
                                         Name: Martina Hund-Mejean
                                         Title:   Senior Vice-President and
                                                  Treasurer

MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.

For themselves and as Representatives of
the other Initial Purchasers

By:   MORGAN STANLEY & CO. INCORPORATED


By:   /s/ Sunjeev Aurora
      -----------------------------------
      Name: Sunjeev Aurora
      Title:   Vice President

By:  SALOMON SMITH BARNEY INC.


By:  /s/ Gerard L. Eastman, Jr.
      -----------------------------------
      Name: Gerard L. Eastman, Jr.
      Title:   Managing Director