EXHIBIT
10(iii)(A)(7)


LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN


Amended through
December 18, 2002


Preamble

	
   
	
                 Effective
  October 1, 1996, Lucent Technologies Inc. (the “Company”) established the
  Lucent Technologies Inc. Officer Incentive Award Deferral Plan and the Lucent
  Technologies Inc. Deferred Compensation Plan for Non-Employee Directors, each
  of which was merged into the Lucent Technologies Inc. Deferred Compensation
  Plan (the “Plan”) in July 1997. The Plan is intended to constitute an
  unfunded, deferred compensation plan maintained primarily for a select group
  of management or highly compensated employees and for members of the Board of
  Directors who are not employees of the Company. The purpose of the Plan is to provide a means by which eligible
  employees and non-employee Directors may defer the receipt of certain forms
  of compensation while at the same time giving the Company the present use of
  the compensation so deferred. The
  Plan is intended to be an employee pension benefit plan within the meaning of
  Section 3(2) of the Employee Retirement Income Security Act of 1974, as
  amended. The Plan is not a qualified
  plan under Section 401(a) of the Internal Revenue Code of 1986, as amended. Benefits under the Plan are paid directly
  by the Company out of its general assets when due. The Plan has been amended and restated as set forth herein
  effective as of December 18, 2002 to prohibit any future deferrals under the
  Plan after December 31, 2002 except for stock-based deferrals by the
  Company’s non-employee Directors.

	
   
	
   

	
   
	
  Definitions. 




               As
used in the Plan, the following terms shall have the meanings set forth below:

               (a)     “1996
Program” shall mean the Lucent Technologies Inc. 1996 Long Term Incentive
Program.


               (b)     “Account”
shall mean, for each Participant, such Participant’s Deferred Cash Equivalent
Account and Deferred Share Equivalent Account.

               (c)     “Administrator”
shall mean the Senior Vice President — Human Resources of the Company.

               (d)     “Affiliate”
shall mean (i) any Person that directly, or through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company or
(ii) any entity in which the Company has a significant equity interest, as
determined by the Committee.










LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

               (e)     “Beneficiary
Election” shall mean a written instrument, in a form prescribed by the
Administrator, relating to elections under Section 5.

               (f)     “Board”
shall mean the Board of Directors of the Company.

               (g)     “Change
in Control” shall mean the happening of any of the following events:

	
   
	
  (1)
	
  An acquisition by any individual, entity or group
  (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (an
  “Entity”) of beneficial ownership (within the meaning of Rule 13d-3
  promulgated under the Exchange Act) of 20% or more of either (A) the then
  outstanding shares of common stock of the Company (the “Outstanding Company
  Common Stock”) or (B) the combined voting power of the then outstanding
  voting securities of the Company entitled to vote generally in the election
  of directors (the “Outstanding Company Voting Securities”); excluding,
  however, the following:  (1) any
  acquisition directly from the Company, other than an acquisition by virtue of
  the exercise of a conversion privilege unless the security being so converted
  was itself acquired directly from the Company,  (2) any acquisition by the Company,  (3) any acquisition by any employee benefit plan (or related
  trust) sponsored or maintained by the Company or any corporation controlled
  by the Company, or (4) any acquisition by any corporation pursuant to a
  transaction which complies with clauses (A), (B) and (C) of subsection (3) of
  this Section 1(g); or 

	
   
	
   
	
   

	
   
	
  (2)
	
  A change in the Composition of the Board during any
  two year period such that the individuals who, as of the beginning of such
  two year period, constitute the Board (such Board shall be hereinafter
  referred to as the “Incumbent Board”) cease for any reason to constitute at
  least a majority of the Board; provided, however, that for
  purposes of this definition, any individual who becomes a member of the Board
  subsequent to the beginning of the two year period, whose election, or
  nomination for election by the Company’s stockholders, was approved by a vote
  of at least a majority of those individuals who are members of the Board and
  who were also members of the Incumbent Board (or deemed to be such pursuant
  to this proviso) shall be considered as though such individual were a member
  of the Incumbent Board; and provided further, however,
  that any such individual whose initial assumption of office occurs as a
  result of or in connection with a solicitation subject to Rule 14a-12(c) of
  Regulation 14A promulgated under the Exchange Act or other actual or
  threatened solicitation of proxies or consents by or on behalf of an Entity
  other than the Board shall not be so considered as a member of the Incumbent
  Board; or; 






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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

	
   
	
  (3)
	
  The approval by the shareowners of the Company of a
  merger, reorganization or consolidation or sale or other disposition of all
  or substantially all of the assets of the Company (each, a “Corporate
  Transaction”) or, if consummation of such Corporate Transaction is subject,
  at the time of such approval by shareowners, to the consent of any government
  or governmental agency, the obtaining of such consent (either explicitly or
  implicitly by consummation); excluding however, such a Corporate Transaction
  pursuant to which (A) all or substantially all of the individuals and
  entities who are the beneficial owners of the Outstanding Company Common
  Stock and Outstanding Company Voting Securities immediately prior to such
  Corporate Transaction will beneficially own, directly or indirectly, more
  than 60% of the outstanding shares of common stock, and the combined voting
  power of the then outstanding voting securities entitled to vote generally in
  the election of directors of the corporation resulting from such Corporate
  Transaction (including, without limitation, a corporation or other Person
  which as a result of such transaction owns the Company or all or
  substantially all of the Company’s assets either directly or through one or
  more subsidiaries (a “Parent Company”)) in substantially the same proportions
  as their ownership, immediately prior to such Corporate Transaction, of the
  Outstanding Company Common Stock and Outstanding Company Voting Securities,
  (B) no Entity (other than the Company, any employee benefit plan (or related
  trust) of the Company, such corporation resulting from such Corporate
  Transaction or, if reference was made to equity ownership of any Parent Company
  for purposes of determining whether clause (A) above is satisfied in
  connection with the applicable Corporate Transaction, such Parent Company)
  will beneficially own, directly or indirectly, 20% or more of the outstanding
  shares of common stock of the corporation resulting from such Corporate
  Transaction or the combined voting power of the outstanding voting securities
  of such corporation entitled to vote generally in the election of directors
  unless such ownership resulted solely from ownership of securities of the
  Company prior to the Corporate Transaction, and (C) individuals who were
  members of the Incumbent Board will immediately after the consummation of the
  Corporate Transaction constitute at least a majority of the members of the
  board of directors of the corporation resulting from such Corporate
  Transaction (or, if reference was made to equity ownership of any Parent
  Company for purposes of determining whether clause (A) above is satisfied in
  connection with the applicable Corporate Transaction, of the Parent Company);
  or




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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN


	
   
	
  (4)
	
  The approval by the shareowners of the Company of a
  complete liquidation or dissolution of the Company.




               (h)     “Change
in Control Election” shall mean a written instrument, in a form prescribed by
the Administrator, relating to elections under Section 7.

               (i)     “Code”
shall mean the Internal Revenue Code of 1986, as amended.

               (j)     “Committee”
shall mean the Corporate Governance and Compensation Committee of the Board (or
any successor committee).

               (k)     “Company”
shall mean Lucent Technologies Inc.

               (l)     “Deferral
Election” shall mean a written election, in a form prescribed by the Administrator,
to defer receipt of Incentive Awards or Retainer Payments otherwise payable to
a Participant.

               (m)     “Deferred
Cash Equivalent Account” shall mean a book-entry account in the name of a
Participant maintained in the Company’s records with entries denominated in
dollars.

               (n)     “Deferred
Share Equivalent Account” shall mean a book-entry account in the name of a
Participant maintained in the Company’s records with entries denominated in
Share equivalents.

               (o)     “Director”
shall mean any non-employee member of the Board.


               (p)     “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.

               (q)     “Eligible
Member” shall mean an Officer, a Director, Other Participant or a participant
in either Predecessor Plan or another person or group of employees who is
designated by the Administrator as an Eligible Member.

               (r)     “Fiscal
Year” shall mean the period commencing October 1 and ending on the next succeeding
September 30, or such other period as the Company may from time to time adopt
as its fiscal year.

               (s)     “Incentive
Award” shall mean any award under the Short Term Plan, any other bonus payment
(including sales compensation plans), any performance awards, stock unit awards
or other awards under the 1996 Program (other than options) and any dividend
equivalent payment under the 1996 Program.

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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

               (t)     “NYSE”
shall mean the New York Stock Exchange, Inc.

               (u)     “Officer”
shall mean any employee of the Company or any of its Affiliates holding a
position evaluated or classified above the executive (“E-band”) level or its
equivalent, and identified in the Company’s records as an officer of the
Company (including an Officer who was a participant in any Predecessor Plan).

               (v)     “Other
Participant” shall mean any employee of the Company or any of its Affiliates
(1) holding a position evaluated or classified at or above the “D-Band” level
or its equivalent, and identified in the Company’s records as affected by the
limitations on covered compensation described in Section 401(a)(17) of the Code
or the limitations on benefits described in Section 415 of the Code or who has
an Account with a positive balance, or (2) holding a position evaluated or
classified at or above the “E-Band” level or its equivalent, in either case,
only if the Administrator determines that such group of employees shall be
eligible to participate in the Plan.


               (w)     “Participant”
shall mean an Eligible Member who delivers a Deferral Election to the Company
or who receives a Savings Plan Make-Up Credit. A person shall not cease being a
Participant if the person ceases being an Eligible Member, if the person has an
Account with a positive balance.

               (x)     “Participating
Company” shall mean the Company and any of its Affiliates.

               (y)     “Payment
Election” shall have the meaning set forth in Section 6(a).

               (z)     “Person”
shall mean any individual, corporation, partnership, association, joint-stock
company, trust, unincorporated organization, limited liability company, other
entity or government or political subdivision thereof.

               (aa)    “Plan”
shall mean this Lucent Technologies Inc. Deferred Compensation Plan.

               (bb)    “Plan
Year” shall mean each twelve (12) consecutive month period commencing January 1
and ending on December 31 of the same calendar year.

               (cc)    “Potential
Change in Control” shall mean:


	
   
	
  (1)
	
  the commencement of a tender or exchange offer by
  any third person which, if consummated, would result in a Change in Control;

	
   
	
   
	
   

	
   
	
  (2)
	
  the execution of an agreement by the Company, the
  consummation of which would result in the occurrence of a Change in Control;




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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

	
   
	
  (3)
	
  the public announcement by any person (including the
  Company) of an intention to take or to consider taking actions which if
  consummated would constitute a Change in Control other than through a
  contested election for directors of the Company; or 

	
   
	
   
	
   

	
   
	
  (4)
	
  the adoption by the Board, as a result of other
  circumstances, including, without limitation, circumstances similar or
  related to the foregoing, of a resolution to the effect that a Potential
  Change in Control has occurred.  




A Potential Change in
Control shall be deemed to be pending until the earliest of (i) the second
anniversary thereof, (ii) the occurrence of a Change in Control and (iii) the
occurrence of a subsequent Potential Change in Control.

               (dd)    “Predecessor
Plans” shall mean the Lucent Technologies Inc. Officer Incentive Award Deferral
Plan and the Lucent Technologies Inc. Deferred Compensation Plan for
Non-Employee Directors.


               (ee)    “Retainer
Payments” shall mean any amounts payable to a Director for service as a
Director.

               (ff)     “Savings
Plan” shall mean the Lucent Technologies Inc. Long Term Savings Plan for
Management Employees.

               (gg)    “Savings
Plan Make-Up Credit” shall mean, for any Eligible Member, and for any Plan Year
ended before January 1, 2000, an amount equal to the excess, if any, of the
value of the contribution that would have been made by the Company for the
applicable Plan Year on behalf of the Eligible Member under Section 4.4 of the
Savings Plan or any similar provision under any similar plan of the Company,
without regard to any limitation imposed by Sections 401(a)(17), 401(m)(2)(A)
or 415 of the Code, over the contribution actually made to the Savings Plan
pursuant to such Section 4.4, or to such other plan pursuant to such similar
provision, for the applicable Plan Year.

               (hh)    “Shares”
shall mean the shares of common stock, $.01 par value, of the Company.

               (ii)     “Short
Term Plan” shall mean the Lucent Technologies Inc. Short Term Incentive Plan.

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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

     Section
2.   Deferral Elections.


               (a)     Delivery and Effectiveness of Deferral Elections.
Effective December 18, 2002, a Participant who is an Officer or an Other
Participant shall not have the right to defer receipt of Incentive Awards.  A Participant who is a Director may elect to
defer receipt of the stock portion (but not the cash portion) of his or her
Retainer Payments otherwise payable to such Participant in future Fiscal Years
by delivering a Deferral Election to the Company not later than June 30
preceding the Fiscal Year in which the Deferral Election is to become effective
or such other time as the Administrator shall determine. A Deferral Election
shall become irrevocable for a Fiscal Year at the end of the last day of the
preceding Fiscal Year or, if later, on the date made. A deferral election under
a Predecessor Plan that has not been terminated shall be deemed a Deferral
Election for purposes of the Plan. During the period that a Deferral Election
is effective, the Participant shall not be entitled to receive currently
payments covered by such Deferral Election. The Company shall instead make
credits to the Participant’s Account in accordance with Section 3.


               (b)     Contents of Deferral Elections. Each
Deferral Election shall specify the types of compensation which shall be
subject to such Deferral Election and the effective date of the Deferral
Election and shall contain the Participant’s Payment Election. A Deferral
Election may also contain the date on which the Deferral Election is to
terminate.

               (c)     Modification and Renewal of Deferral Elections.
A Deferral Election shall remain effective until the Participant terminates or
modifies such election by written notice to the Company. Any such termination
or modification shall become effective immediately following the end of the
Fiscal Year in which such notice is given. A Participant who has terminated a
Deferral Election may, so long as such Participant remains an Eligible Member
or has an Account with a positive balance, thereafter file a new Deferral
Election in accordance with Section 2(a).

               (d)     Deferral of Incentive Awards. A Deferral
Election may relate to all or any portion of the Incentive Awards otherwise
payable to a Participant. If the amount of the part of any Incentive Award
(other than dividend equivalent payments) subject to a Deferral Election is
less than $1,000 (based on a valuation at the time the award would otherwise be
paid), that Incentive Award will be paid currently and no credit relating to
such Incentive Award will be made under the Plan.


               (e)     Deferral of Retainer Payments. A Director’s
Deferral Election shall relate to the stock portion of the Retainer Payments
otherwise payable to the Director. Notwithstanding Section 2(a), a
newly-elected Director may deliver a Deferral Election to the Company within 30
days after his or her election, which Deferral Election shall be effective for
all Retainer Payments after the date on which the Deferral Election is
delivered to the Company.

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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

     Section
3.   Participant Accounts.

               (a)     Deferred
Cash Equivalent Account. (i) There shall be credited to a Participant’s
Deferred Cash Equivalent Account the following:

	
   
	
  (A)
	
  portions of Incentive Awards otherwise payable in
  cash and for which a Deferral Election specifies crediting under the Plan;

	
   
	
   
	
   

	
   
	
  (B)
	
  that portion of a Director’s Retainer Payment for
  which a Deferral Election specifies crediting to the Participant’s Deferred
  Cash Equivalent Account;

	
   
	
   
	
   

	
   
	
  (C)
	
  amounts related to salary for periods ended before
  January 1, 2002 for which a Deferral Election specified crediting under the
  Plan;

	
   
	
   
	
   

	
   
	
  (D)
	
  amounts previously deferred into cash equivalent
  accounts under the Predecessor Plans and credited under this Plan, and 

	
   
	
   
	
   

	
   
	
  (E)
	
  Savings Plan Make-Up Credits made for periods ended
  before January 1, 2000.  No Savings
  Plan Make-Up Credit shall be made for any period beginning after December 31,
  1999.




               (ii)
Amounts credited to the Participant’s Deferred Cash Equivalent Account shall
bear interest as provided in Section 4 from the date the Incentive Award,
Retainer Payment, salary or Savings Plan Make-Up Credits would otherwise have been
paid to the Participant or paid or credited to the Savings Plan, as applicable.
Interest shall be credited to Deferred Cash Equivalent Accounts at the end of
each fiscal quarter of the Company.

               (b)     Deferred Share Equivalent Account. (i)     There
shall be credited to a Participant’s Deferred Share Equivalent Account the
following: 


	
   
	
  (A)
	
  portions of Incentive Awards otherwise payable in
  Shares and for which a Deferral Election specifies crediting under the Plan;

	
   
	
   
	
   

	
   
	
  (B)
	
  that portion of a Director’s Retainer Payment for
  which a Deferral Election specifies crediting to the Participant’s Deferred
  Share Equivalent Account; and

	
   
	
   
	
   

	
   
	
  (C)
	
  amounts previously deferred into share equivalent
  accounts under the Predecessor Plans and credited under this Plan.  




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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

               (ii)
Cash amounts credited to a Participant’s Deferred Share Equivalent Account
shall be converted to the number of Share equivalents determined by dividing
such cash amount by the Conversion Price. In addition, the Participant’s
Deferred Share Equivalent Account shall be credited on each dividend payment
date for Shares, with an amount equal to the number of Shares that could be
purchased at the Conversion Price with dividends that would have been payable
on the number of Shares equal to the number of Share equivalents in the
Participant’s Deferred Share Equivalent Account on the record date for such
dividend.  “Conversion Price” means the
average of the daily high and low sale prices of Shares on the NYSE for the
period of five trading days ending on the date such amount otherwise would have
been paid to the Participant or, in the case of a dividend equivalent, on the
dividend payment date, or the period of five trading days immediately preceding
such applicable date if the NYSE is closed on such applicable date.

               (iii)
In the event of any change in outstanding Shares by reason of any stock
dividend or stock split, recapitalization, merger, consolidation, combination
or exchange of shares or other similar corporate change, the Board shall make
such adjustments, if any, that it deems appropriate in the number of Share
equivalents then credited to Participants’ Deferred Share Equivalent Accounts.
Any and all such adjustments shall be within the sole discretion of the Board
and its decision in regard to such adjustments shall be conclusive, final and
binding upon all parties concerned.


	
   
	
  (c)
	
  Life Insurance
  Plan.   A Participant may direct the
  Committee to apply all or a portion of the Participant’s Account toward the
  satisfaction of the Participant’s obligations under Section 3.02 of the
  Lucent Technologies Inc. Voluntary Life Insurance Plan.  Any such direction (i) must be made at
  least twelve (12) months before the date on which the portion of the
  Participant’s Account so directed would otherwise be payable under the terms
  of the governing Payment Election or Redeferral Election, (ii) must be made
  first from any available interest in the Deferred Cash Equivalent Account,
  and only then from any available interest in the Deferred Share Equivalent
  Account, (iii) shall be irrevocable upon delivery to the Administrator; and
  (iv) shall reduce the amount credited to a Participant’s Account and the
  Company’s obligation under this Plan to the extent of such satisfaction.  The Participant’s interest in the Deferred
  Share Equivalent Account shall be applied in accordance with this Section
  3(c) on the basis of the Conversion Price determined on the date of such
  application.




     Section
4 .   Deferred Cash Equivalent Account Interest Rate.

               (a)     Interest Rate Generally. The interest rate
to be accrued on a Participant’s Deferred Cash Equivalent Account shall be such
rate as is determined, from time to time, by the Board.  Such rate may be applied by the Board to a
Participant’s existing balance in a Deferred Cash Equivalent Account or to
amounts subsequently credited to such Participant’s Account.  The determination by the Board pursuant to
this Section 4 shall be within its sole discretion and its decision shall be
conclusive, final and binding upon all parties concerned.

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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

               (b)     Interest Rate Following Termination Without the
Company’s Consent. Notwithstanding Section 4(a), with respect to
amounts credited to the Deferred Cash Equivalent Accounts of Officers and Other
Participants who terminate employment (other than by death or disability) under
circumstances that the Administrator determines are not in the interests of the
Company, the effective annual rate of interest following the date of such
termination of employment shall be the one-year U.S. Treasury note rate.  

     Section
5 .   Payments Following Death.

               (a)     Form of Payment. A Participant may deliver
a Beneficiary Election to the Administrator electing that, in the event the
Participant should die before full payment of all amounts credited to the
Participant’s Account, the balance of the Account shall be distributed in one
payment or in some other number of approximately equal annual installments (not
exceeding five (5)) to the person(s) designated in the Beneficiary Election. In
the event that a Participant fails to designate such a beneficiary, or the
beneficiary(ies) predecease(s) him, payment following the death of the
Participant shall be made to the Participant’s surviving spouse or, if there is
no surviving spouse, to the Participant’s estate. The first installment (or the
single payment if the Participant has so elected) shall be paid on the first
day of the calendar quarter next following the month of death; provided,
however, that the Administrator may, in his or her sole discretion,
direct that the first installment (or the single payment) shall be paid on the
first day of the Fiscal Year next following the date of death.

               (b)     Change of Beneficiary Designation. The
elections referred to in Section 5(a), including the designation of a
beneficiary or beneficiaries, may be changed by a Participant at any time by
delivering a new Beneficiary Election to the Administrator.

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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

     Section
6.   Payments.

               (a)     Commencement
of Benefits. (i) At the time a Participant makes a Deferral Election, the
Participant shall also make an election under Section 6(a)(ii) with respect to
the distribution of the amounts credited to such Participant’s Account pursuant
to such Deferral Election (each such election, a “Payment Election”). Any
similar election related to the distribution of deferred amounts under the
Predecessor Plans which has not been modified or terminated shall be deemed a
Payment Election under this Plan. A Participant may, at any time earlier than
twelve (12) months prior to the date on which a distribution of a portion (or
all) of a Participant’s Account would commence under the terms of such Payment
Election, submit a written election to the Company (hereinafter a “Redeferral
Election”) requesting that (A) the initial distribution date be further
deferred, (B) the type of payment initially elected under Section 6(c)(i) be
changed from a lump sum to annual installments, or (C) the payment period
initially elected be extended (but not beyond the period permitted in Section
6(c)(i).).  With respect to each Payment
Election, a participant may make a single Redeferral Election addressing one or
more of the initial distribution date, the type of payment, or the payment
period, and the Redeferral Election shall supersede the Payment Election and be
irrevocable upon delivery to the Administrator.  

               (ii)
Each Payment Election shall specify whether payments related to Account
balances other than Savings Plan Make-Up Credits shall commence (i) on the
first day of the calendar quarter next following the month in which the
Participant attains the age specified in such election, which age shall not be
earlier than 55 or later than 70, (ii) on the first day of the calendar
quarter next following the month in which the Participant retires from a
Participating Company or otherwise terminates employment (including termination
of service as a member of the Board) with any Participating Company (except for
a transfer to another Participating Company); provided, however,
that the Administrator may, in his or her sole discretion, direct that the
Participant’s benefits shall commence on the first day of the Fiscal Year next
following the date of retirement or other termination of employment, or (iii)
on the first day (the “First Day”) of the calendar year next following the
calendar year in which the Participant retires from a Participating Company or
otherwise terminates employment (including termination of service as a member
of the Board) with any Participating Company (except for a transfer to another
Participating Company); provided, however, that the
Administrator may, in his or her sole discretion, direct that the Participant’s
benefits shall commence on the first day of the Fiscal Year next following the
First Day.

               (iii)
Notwithstanding the foregoing, amounts credited to a Participant’s Account as
Savings Plan Make-Up Credits or earnings thereon shall be distributed in one
payment following the Participant’s termination of employment.


               (b)     Form of Distributions. Amounts credited to
a Participant’s Deferred Cash Equivalent Account shall be distributed in cash.
Amounts credited to a Participant’s Deferred Share Equivalent Account as Share
equivalents shall be distributed in the form of an equal number of Shares, with
fractional shares being paid in cash.

               (c)     Payment Period. (i) A Participant may elect
in a Payment Election to receive the amounts credited to the Participant’s
Account other than Savings Plan Make-Up Credits in one payment or in some other
number of approximately equal annual installments (not exceeding ten (10) or
such longer period as approved by the Committee, in individual cases), provided,
however, that the number of annual installments may not extend beyond the
life expectancy of the Participant, determined as of the date the first
installment is paid.  

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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

               (ii)
Installments subsequent to the first installment to the Participant, or to a
beneficiary or to the Participant’s estate, shall be paid on the first day of
the applicable calendar quarter in each succeeding calendar year until the
entire amount credited to the Participant’s Account shall have been paid. Prior
to distribution, Accounts shall continue to receive credits under Section
3(a)(ii) and Section 3(b)(ii).

               (d)     Acceleration of Payment for Severe Financial Hardship.
In the event a Participant, or the Participant’s beneficiary after the
Participant’s death, incurs a severe financial hardship, the Administrator may,
in his or her sole discretion, accelerate or otherwise revise the payment
schedule for the Participant’s Account to the extent reasonably deemed
necessary to eliminate or alleviate the severe financial hardship.  For the purpose of this Section 6(d) a
severe financial hardship must have been caused by an accident, illness or
other event beyond the control of the Participant or, if applicable, the
beneficiary.

               (e)     Immediate Distribution of Deferred Cash Equivalent
Account Balance. A Participant may at any time elect to receive a
distribution of all or any portion of the balance in his or her Deferred Cash
Equivalent Account. Amounts credited to Deferred Share Equivalent Accounts
shall not be available for distribution under this Section 6(e). Requests for
distributions shall be submitted in writing (on a form prescribed by the
Administrator for such purpose) to the Administrator. Distributions from the
Participant’s Deferred Cash Equivalent Account pursuant to this Section 6(e)
will at all times be subject to (i) reduction for applicable tax withholdings
pursuant to Section 9(h), and (ii) a reduction in the amount paid equal to six
percent (6%) of the amount requested. 
Distributions pursuant to this Section 6(e) shall be payable in a single
lump sum, in cash, within thirty (30) days of submission of the completed form.


               (f)     Immediate Distribution of Account Balance Following
Certain Terminations of Employment. Notwithstanding any contrary
election pursuant to this Section 6, the entire amount then credited to a
Participant’s Account shall be paid immediately in a single payment (A) if
the Participant is discharged for cause by his or her Participating Company,
(B) if the Administrator determines that the Participant engaged in
misconduct in connection with the Participant’s employment with the
Participating Company, (C) if the Participant terminates employment under
circumstances that the Administrator determines are not in the interest of the
Company, or (D) if the Participant without the consent of the board of
directors of his or her Participating Company, during either the Participant’s
period of employment with a Participating Company or the nine (9) month period
following termination for any reason of the Participant’s employment with a
Participating Company, on behalf of any competitor of the Company (x) renders
any services relating to: (1) strategic planning, research and development,
manufacturing, marketing, or selling with respect to any product, process,
material or service which resembles, competes with, or is the same as a
product, process, material or service of the Company about which the
Participant gained any proprietary or confidential information or on which the
Participant worked during the three (3) years prior to termination of
employment, or (2) any actual or potential customer of Lucent about whom the
Participant gained any proprietary or confidential knowledge or with whom the
Participant worked during the three (3) years prior to termination of
employment, or (y) solicits or offers, or induces or encourages others to
solicit or offer, employment to any employee of the Company.

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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

     Section
7.   Change in Control.

               (a)     Notwithstanding
any Payment Election, the aggregate amount credited to a Participant’s Account
shall be paid in one lump-sum payment as soon as practicable following a Change
in Control, but in no event later than 90 days after such Change in Control. 

               (b)     A
Participant may, prior to the beginning of the Fiscal Year in which a Change in
Control happens, deliver an election to the Administrator specifying that the
aggregate amount credited to the Participant’s Account be paid in accordance
with the Participant’s Payment Election or Redeferral Election in effect as of
the date of such Change in Control.

     Section
8.   Administration.

               (a)     Administration. The Administrator shall
have the authority to administer and to interpret the Plan.

               (b)     Responsibilities and Powers of the Administrator.
In administering the Plan, the Administrator shall have the following
responsibilities:

	
   
	
  (1)
	
  To administer the Plan in accordance with the terms
  hereof, and to exercise all powers specifically conferred upon the
  Administrator hereby or necessary to carry out the provisions hereof;

	
   
	
   
	
   

	
   
	
  (2)
	
  To construe this Plan, which construction shall be
  conclusive, correct any defects, supply omissions, and reconcile
  inconsistencies to the extent necessary to effectuate the Plan;

	
   
	
   
	
   

	
   
	
  (3)
	
  To determine in his or her sole discretion the
  amount of benefits payable to Participants under the Plan.  Any interpretation or determination made
  by the Plan Administrator pursuant to its discretionary authority shall be
  final and binding on the Company, any Participant, and any other affected
  party; and




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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN


	
   
	
  (4)
	
  To keep all records relating to Participants and
  such other records as are necessary for proper operation of the Plan.




               (c)     Actions of the Administrator. In carrying
out the responsibilities set forth in Section 8(b):

	
   
	
  (1)
	
  The Administrator may adopt rules and regulations
  necessary for the administration of the Plan which are consistent with the
  provisions hereof.

	
   
	
   
	
   

	
   
	
  (2)
	
  All acts and decisions of the Administrator shall
  apply uniformly to all Participants in like circumstances.  Written records shall be kept of all acts
  and decisions.

	
   
	
   
	
   

	
   
	
  (3)
	
  The Administrator may delegate, in writing, any of
  his or her responsibilities and powers with respect to the Plan to another
  individual or individuals.




               (d)     Professional Assistance.  The Administrator shall have the right to
hire, at the expense of the Company, such professional assistants and
consultants as he or she, in his or her sole discretion, deems necessary or
advisable, including but not limited to accountants, actuaries, consultants,
counsel and such clerical assistance as is necessary for proper discharge of
his or her duties hereunder.

     Section
9.   Miscellaneous.


               (a)     Benefits Payable by the Company. All
benefits payable under this Plan constitute an unfunded obligation of the Company.
Payments shall be made, as due, from the general funds of the Company or, in
the case of Share payments, from newly issued Shares, Shares purchased in the
market, treasury Shares or otherwise. The Company may, at its option, maintain
one or more bookkeeping reserve accounts to reflect its obligations under the
Plan and may make such investments as it may deem desirable to assist it in
meeting its obligations. Any such investments shall be assets of the Company
subject to the claims of its general creditors. No person eligible for a
benefit under this Plan shall have any right, title to, or interest in any such
investments.  Nothing contained in this
Section 9(a) shall limit the ability of the Company to pay benefits through one
or more grantor trusts as provided in Section 9(b). Participants are general,
unsecured creditors of the Company. This Plan constitutes a mere promise to pay
benefits in the future.


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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

               (b)     Grantor Trusts. (i) The Company shall
create a grantor trust or utilize an existing grantor trust to assist it in
accumulating the shares of Common Stock and cash needed to fulfill its
obligations under this Plan to Directors (including former Directors), to which
it shall be obligated to make contributions, no later than the date upon which
any Potential Change in Control occurs, of a number of Shares and an amount of
cash such that the assets of such trust are sufficient to discharge all of the
Company’s obligations under this Plan to Directors (including former Directors)
accrued as of the date of the Potential Change in Control. While a Potential
Change in Control is pending and after any Change in Control, the Company shall
be obligated to make additional contributions at least once each fiscal quarter
to the extent necessary to ensure that the assets of such trust remain
sufficient to discharge all such obligations accrued as of the last day of such
fiscal quarter. If a Potential Change in Control occurs but ceases to be
pending without the occurrence of a Change in Control or a subsequent Potential
Change in Control then the Company shall be permitted (but not required) to
cause the trustee of such trust to distribute any or all of the assets of the
Trust to the Company.

               (ii)
The Company may create a grantor trust or utilize an existing grantor trust to
assist it in accumulating the Shares and cash needed to fulfill its obligations
under this Plan to Participants who are not Directors (or former Directors).
The Board shall determine whether it is necessary or desirable to create such a
trust and to deposit Shares and cash in such trust to enable the Company to
meets its obligations under this Plan and the extent of any such deposit to
such trust.


               (iii)
Participants shall have no beneficial or other interest in any trust referred
to in this Section 9(b) and the assets thereof, and their rights under the Plan
shall be as general creditors of the Company, unaffected by the existence of
any trust, except that payments to Participants from any such trust shall, to
the extent thereof, be treated as satisfying the Company’s obligations under
this Plan. 

               (c)     Obligation for Payment of Benefits. The
obligation to make a distribution of amounts credited to a Participant’s
Account shall be borne by the Participating Company which otherwise would have
paid such amounts currently.  However,
the obligation to make a distribution with respect to Accounts which are
related to amounts credited under a Predecessor Plan, and with respect to which
no Participating Company would otherwise have paid the related award or
deferred amount currently, shall be borne by the Participating Company to which
the Participant was assigned on October 1, 1996.

               (d)     Amendment or Termination. (i) The Board may
amend the Plan or terminate the Plan at any time, but such amendment or termination shall not adversely affect the
rights of any Participant, without his or her consent, to any benefit under the
Plan to which such Participant may have previously become entitled prior to the
effective date of such amendment or termination.  The Administrator with the concurrence of the General Counsel of
the Company or his delegate shall be authorized to make minor or administrative
changes to the Plan, as well as amendments required by applicable federal or
state law (or authorized or made desirable by such statutes).  Any amendment to the Plan by the Board shall
be made in writing, with or without a meeting, or shall be made in writing by
the Administrator, to the extent of the aforementioned authorization.

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LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN

               (ii)
If the Plan is terminated, a valuation shall be made of each Participant’s
Account balance as of the Plan termination date. The amount of such Account
balance shall be payable to the Participant at the time it would have been
payable under Section 5 and Section 6 had the Plan not been terminated; provided,
however, that the Committee may elect instead to immediately distribute
all Participants’ Account balances in lump sums upon termination of the Plan.

               (e)     Entire Agreement. This Plan constitutes the
entire agreement of the Company with respect to the benefits provided herein
and cannot be modified orally or in any writing other than as set forth in
Section 9(d).

               (f)     Payments to Incompetents. If a Participant
entitled to receive any benefits hereunder is adjudged to be legally incapable
of giving valid receipt and discharge for such benefits, they will be paid to
the duly appointed guardian of such Participant or to such other legally
appointed person as the Administrator may designate. Such payment shall, to the
extent made, be deemed a complete discharge of any liability for such payment
under the Plan.

               (g)     Benefits not Transferable. The right of any
person to any benefit or payment under the Plan shall not be subject to
voluntary or involuntary transfer, alienation or assignment and, to the fullest
extent permitted by law, shall not be subject to attachment, execution,
garnishment, sequestration or other legal or equitable process.  In the event a person who is receiving or is
entitled to receive benefits under the Plan attempts to assign, transfer or
dispose of such right, or if an attempt is made to subject said right to such
process, such assignment, transfer, or disposition shall be null and void.

               (h)     Tax Withholding. The Company is authorized
to withhold from any Account or payment due under the Plan the amount of
applicable withholding taxes in respect of such pay­ment or Account and to take
such other action as may be necessary in the opinion of the Company to satisfy
all obligations for the payment of such federal, state or other governmental
entity tax obligation.


               (i)     Governing Law. The provisions of the Plan
shall be construed in accordance with the laws of the State of Delaware. 

IN
WITNESS WHEREOF, the Company has caused this Plan, as
amended, to be executed effective the 18th day of December, 2002.

-16-










LUCENT
TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN


For Lucent Technologies Inc.

	
  By:
	
   
	
   

	
   
	
  



  	
   

	
   
	
  Pamela O. Kimmet

	
   
	
  Senior Vice President — Human Resources

	
   
	
   
	
   

	
   
	
   
	
   

	
  Attest:
	
   
	
   

	
   
	
  



  	
   

	
   
	
  Richard J. Rawson

	
   
	
  Senior Vice President, General Counsel

  and Secretary

	
   
	
   




-17-