EXHIBIT
10(iii)(A) 8          


LUCENT TECHNOLOGIES INC.

SUPPLEMENTAL PENSION PLAN


Lucent Technologies Inc.
and

Such of its Subsidiary Companies which are

Participating Companies


Effective January
1, 1998, and Amended and Restated 

Effective as of October 19, 2001










LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Table
of Contents


	
  1.

  	
  INTRODUCTION AND PURPOSE; 
  BENEFITS PAYABLE

  	
  3

  
	
   
	
   
	
   

	
  2.

  	
  DEFINITIONS

  	
  4

  
	
   
	
  ACCOUNT BALANCE PROGRAM

  	
  4

	
   
	
  ADMINISTRATOR
	
  4

	
   
	
  AFFILIATED CORPORATION
	
  4

	
   
	
  ANNUAL BASIC PAY
	
  4

	
   
	
  BENEFIT LIMITATION
	
  4

	
   
	
  BOARD
	
  4

	
   
	
  CODE
	
  4

	
   
	
  COMMITTEE
	
  4

	
   
	
  COMPANY
	
  5

	
   
	
  COMPENSATION
	
  5

	
   
	
  COMPENSATION
  LIMITATION
	
  5

	
   
	
  DISABILITY OR DISABLED
	
  5

	
   
	
  ERISA
	
  5

	
   
	
  INTERCHANGE AGREEMENT
	
  5

	
   
	
  INTERCHANGE COMPANY
	
  5

	
   
	
  LAWFUL SPOUSE
	
  5

	
   
	
  LONG TERM PLAN
	
  5

	
   
	
  MPA
	
  6

	
   
	
  NORMAL RETIREMENT AGE
	
  6

	
   
	
  OFFICER
	
  6

	
   
	
  PARTICIPANT
	
  6

	
   
	
  PARTICIPATING COMPANY
	
  6

	
   
	
  PENSION PLAN
	
  6

	
   
	
  PLAN
	
  6

	
   
	
  RETIREMENT INCOME PLAN
	
  6

	
   
	
  SERVICE BASED PROGRAM
	
  6

	
   
	
  SHORT TERM AWARD
	
  7

	
   
	
  SHORT TERM PLAN
	
  7

	
   
	
  SUBSIDIARY
	
  7

	
   
	
  SURVIVING SPOUSE
	
  7

	
   
	
  TERM OF EMPLOYMENT
	
  7

	
   
	
  TRANSFERRED INDIVIDUAL
	
  7

	
   
	
   
	
   

	
  3.
	
  EXCESS RETIREMENT
  BENEFIT
	
  8

	
   
	
  3.1.
	
  PARTICIPATION
	
  8

	
   
	
  3.2.
	
  AMOUNT OF EXCESS RETIREMENT BENEFIT
	
  8

	
   
	
  3.3.
	
  NO SURVIVING SPOUSE OR DESIGNATED
  BENEFICIARY
	
  9

	
   
	
  3.4.
	
  FUTURE BENEFIT ADJUSTMENTS
	
  9

	
   
	
  3.5.
	
  DETERMINATION OF BENEFIT
	
  9

	
   
	
  3.6.
	
  RELATIONSHIP TO OTHER PLANS
	
  9

	
   
	
  3.7.
	
  SPECIAL LIMITATION ON EXCESS
  RETIREMENT BENEFIT
	
  10




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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN


	
  4.
	
  MINIMUM RETIREMENT
  OR SURVIVOR BENEFITS
	
  11

	
   
	
  4.1.
	
  PARTICIPATION
	
  11

	
   
	
  4.2.
	
  MINIMUM RETIREMENT BENEFIT
	
  11

	
   
	
  4.3.
	
  SURVIVOR BENEFIT
	
  12

	
   
	
  4.4.
	
  SPECIAL LIMITATION ON MINIMUM
  RETIREMENT OR SURVIVOR BENEFIT
	
  12

	
   
	
   
	
   

	
  5.
	
  BENEFIT PAYMENTS
	
  13

	
   
	
  5.1.
	
  COMMENCEMENT AND FORM OF BENEFITS
	
  13

	
   
	
  5.2.
	
  FUTURE INCREASES
	
  13

	
   
	
  5.3.
	
  TREATMENT DURING SUBSEQUENT
  EMPLOYMENT
	
  13

	
   
	
  5.4.
	
  MANDATORY PORTABILITY AGREEMENT
	
  14

	
   
	
  5.5.
	
  FORFEITURE OF BENEFITS
	
  14

	
   
	
   
	
   

	
  6.
	
  DISPOSITION OF PARTICIPATING
  COMPANY
	
  15

	
   
	
  6.1.
	
  SALE, SPIN-OFF, OR OTHER DISPOSITION
  OF PARTICIPATING COMPANY
	
  15

	
   
	
   
	
   

	
  7.
	
  SOURCE OF PAYMENT
	
  16

	
   
	
  7.1.
	
  SOURCE OF PAYMENTS
	
  16

	
   
	
  7.2.
	
  UNFUNDED STATUS
	
  16

	
   
	
  7.3.
	
  FIDUCIARY RELATIONSHIP
	
  16

	
   
	
   
	
   

	
  8.
	
  ADMINISTRATION OF
  THE PLAN
	
  17

	
   
	
  8.1.
	
  ADMINISTRATION
	
  17

	
   
	
  8.2.
	
  INDEMNIFICATION
	
  17

	
   
	
  8.3.
	
  CLAIMS PROCEDURE
	
  17

	
   
	
  8.4.
	
  NAMED FIDUCIARIES
	
  18

	
   
	
  8.5.
	
  ROLE OF THE COMMITTEE
	
  18

	
   
	
  8.6.
	
  ALLOCATION OF RESPONSIBILITIES
	
  18

	
   
	
  8.7.
	
  MULTIPLE CAPACITIES
	
  18

	
   
	
   
	
   

	
  9.
	
  AMENDMENT AND
  TERMINATION
	
  19

	
   
	
  9.1.
	
  AMENDMENT AND TERMINATION
	
  19

	
   
	
   
	
   

	
  10.
	
  GENERAL PROVISIONS
	
  20

	
   
	
  10.1.
	
  BINDING EFFECT
	
  20

	
   
	
  10.2.
	
  NO GUARANTEE OF EMPLOYMENT
	
  20

	
   
	
  10.3.
	
  TAX WITHHOLDING
	
  20

	
   
	
  10.4.
	
  ASSIGNMENT OF BENEFITS
	
  20

	
   
	
  10.5.
	
  FACILITY OF PAYMENT
	
  21

	
   
	
  10.6.
	
  SEVERABILITY
	
  21

	
   
	
  10.7.
	
  PLAN YEAR
	
  21

	
   
	
  10.8.
	
  HEADINGS
	
  21

	
   
	
  10.9.
	
  GOVERNING LAW
	
  21

	
   
	
  10.10.
	
  ENTIRE PLAN
	
  21

	
   
	
   
	
   

	
  APPENDIX A     MID-CAREER PENSION
  BENEFIT
	
  23

	
   
	
   
	
   

	
  APPENDIX B
     NON-QUALIFIED PENSION BENEFIT
	
  26

	
   
	
   
	
   

	
  APPENDIX C
     ENHANCED PENSION BENEFIT
	
  27




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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN


LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Adopted Effective
January 1, 1998, As Amended and Restated Effective October 19, 2001

Article

1.

Introduction and Purpose; 
Benefits Payable

          The
Lucent Technologies Inc. Supplemental Pension Plan (the “Plan”) is intended to
constitute both (i) an unfunded “excess benefit plan” as defined in ERISA
§ 3(36), and (ii) an unfunded plan maintained primarily for the purpose of
providing deferred compensation and pension benefits for a select group of
management or highly compensated employees for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.

          The
Plan is intended to reward participants who have provided the Company with
dedicated service during their employment and who, after termination of
employment with the Company, continue to acknowledge a duty of loyalty to the
Company and refrain from engaging in activities that are in conflict with or
adverse to the interests of the Company. 
Such restrictions are necessary and reasonable to protect the Company’s
highly confidential and proprietary information, valuable goodwill, customer
relationships and competitive position.

          The
Plan is a successor to, and a restatement of, the Lucent Technologies Inc.
Excess Benefit and Compensation Plan, Lucent Technologies Inc. Mid-Career
Pension Plan, Lucent Technologies Inc. Non-Qualified Pension Plan, and that
portion of the Lucent Technologies Inc. Officers Long Term Disability and
Survivor Protection Plan which provides for a minimum retirement and surviving
spouse benefit.

          The
Plan applies only to Participants who terminate employment on or after October
19, 2001.

          Benefits
under the Plan are payable as follows:


	
   
	
  (a)
	
  an Excess Retirement Benefit described in Article 3
  is payable to individuals who are Participants as defined in Section 3.1;

	
   
	
   
	
   

	
   
	
  (b)
	
  a Minimum Retirement or Survivor Benefit described
  in Article 4 is payable to individuals who are Participants as defined in
  Section 4.1;

	
   
	
   
	
   

	
   
	
  (c)
	
  a Mid-Career Pension Benefit as described in
  Appendix A is payable to individuals who are Participants as defined in
  Appendix A; 

	
   
	
   
	
   

	
   
	
  (d)
	
  for individuals who are Participants in the
  Non-Qualified Pension Benefit as defined in Appendix B, the total benefit
  payable under this Plan shall be in no event less than Non-Qualified Pension
  Benefit described in Appendix B; and

	
   
	
   
	
   

	
   
	
  (e)
	
  an Enhanced Pension Benefit as described in Appendix
  C is payable to individuals who are Participants as defined in Appendix C.




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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Article

2.

Definitions

          Unless
the context clearly indicates otherwise, the following terms have the meanings
described below when used in this Plan and references to a particular Article
or Section shall mean the Article or Section so delineated in this Plan.

Account Balance Program

          The
account balance program provisions of the Retirement Income Plan, applicable
generally to eligible employees hired after December 31, 1998.

Administrator

          The
Pension Plan Administrator under the Retirement Income Plan, or such other
person or entity designated by the Company.

Affiliated Corporation

          Any
corporation of which more than 50 percent of the voting stock is owned directly
or indirectly by the Company.

Annual Basic Pay

          For
purposes of determining the Minimum Retirement Benefit and Survivor Benefit
under Article 4, the annual base salary rate on the last day the Participant
was on the active payroll plus an amount equal to the Participant’s target
award, as determined under the Short Term Plan, in effect at the time of the
Participant’s retirement, termination of employment or death.

Benefit Limitation


          The
maximum benefit payable to a Participant under the Retirement Income Plan or
the Pension Plan in accordance with Code §§ 415(b) and (e), but after
application of the Compensation Limitation, if any, under the Retirement Income
Plan or the Pension Plan.


Board

          The
Board of Directors of the Company.

Code

          The
Internal Revenue Code of 1986, as amended from time to time. Any reference to a particular section of Code
includes any applicable regulations promulgated under that section.

Committee

          The
Lucent Technologies Inc. Employee Benefits Committee.

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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Company

          Lucent
Technologies Inc., a Delaware corporation, or its successor.

Compensation

          “Compensation”
shall have the meaning set forth in the Retirement Income Plan or the Pension
Plan, as applicable, modified as set forth in this Plan.

Compensation Limitation

          The
maximum amount of annual compensation under Code § 401(a)(17) that may be
taken into account in any Plan Year for benefit accrual purposes under the
Retirement Income Plan or the Pension Plan.

Disability or Disabled


          “Disability”
or “Disabled” shall have the meaning set forth in the Lucent Technologies Inc.
Long Term Disability Plan for Management Employees.


ERISA

          The
Employee Retirement Income Security Act of 1974, as amended from time to time.
Any reference to a particular section of ERISA includes any applicable
regulations promulgated under that section.

Interchange Agreement

          “An
Interchange Agreement” within the meaning of the Retirement Income Plan and the
Pension Plan.

Interchange Company

          An
“Interchange Company” within the meaning of the Retirement Income Plan and the
Pension Plan.

Lawful Spouse

          A
person who is recognized as the lawful husband or lawful wife of a Participant
under the laws of the state of the Participant’s domicile, and who is a person
whose consent is required pursuant to Section 417(a)(2)(A)(i) of the Code for
purposes of an election under Section 417(a)(1)(A)(i) of the Code.

Long Term Plan

          The
Lucent Technologies Inc. 1996 Long Term Incentive Program, the Lucent
Technologies Inc. 1997 Long Term Incentive Plan, any other Lucent stock option
plan, or a predecessor long term incentive plan.

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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

MPA


          The
Mandatory Portability Agreement, effective January 1, 1985, between and among
AT&T, Former Affiliates and certain other companies and which, in
accordance with section 559 of the Tax Reform Act of 1984, provides for the
mutual recognition of service credit and the transfer of benefit obligations
for specified employees who terminate employment with one company signatory to
such agreement and subsequently commence employment with another company
signatory to such agreement.


Normal Retirement Age

          “Normal
Retirement Age” shall have the meaning set forth in the Retirement Income Plan
or the Pension Plan, as applicable.

Officer

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

Participant

          An
individual who qualifies for an Excess Retirement Benefit under Article 3, a
Minimum Retirement or Survivor Benefit under Article 4, a Mid-Career Pension
Benefit under Appendix A, a Non-Qualified Pension Benefit under Appendix B, or
an Enhanced Pension Benefit under Appendix C.

Participating Company

          The
Company and each of its subsidiaries that is a Participating Company for
purposes of the Retirement Income Plan or the Pension Plan.

Pension Plan

          The
Lucent Technologies Inc. Pension Plan, as amended from time to time.


Plan

          This
Lucent Technologies Inc. Supplemental Pension Plan.

Retirement Income Plan

          The
Lucent Technologies Inc. Retirement Income Plan, as amended from time to time,
including the Service-Based Program and the Account Balance Program thereunder.

Service-Based Program

          The
service-based program provisions of the Retirement Income Plan, applicable
generally to eligible employees hired before January 1, 1999.

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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Short Term Award

          The
actual amount awarded (including any amounts deferred pursuant to the Lucent
Technologies Inc. Deferred Compensation Plan) annually to a Participant
pursuant to the Lucent Technologies Inc. Short Term Incentive Plan or
predecessor short term incentive plans, plus the amount of retention payments
paid to certain Officers on January 18, 2002. Such awards shall not include any payments paid to a
Participant in the form of Compensation or in lieu of Compensation after
termination of employment except that the Committee may make reasonable
assumptions, to be applied uniformly, regarding the amount of such payments to
be included in the Short Term Award. 
Once made, any such decision of the Committee shall be conclusive and
not subject to further review.

Short Term Plan

          The
Lucent Technologies Inc. Short Term Incentive Plan or predecessor short term
incentive plans covering Officers.


Subsidiary

          Any
corporation as to which more than 80% of the voting stock is owned directly or
indirectly by the Company.

Surviving Spouse

          A
deceased Participant’s surviving Lawful Spouse who is eligible to receive a
survivor annuity benefit under the Retirement Income Plan or the Pension Plan. 

Term of Employment

          “Term
of Employment” shall have the meaning set forth in the Retirement Income Plan
or the Pension Plan, as applicable, except that for all purposes under the
Mid-Career Pension Benefit, “Term of Employment” shall have the meaning set
forth in Appendix A.

Transferred Individual

          A
“Transferred Individual” within the meaning of the Employee Benefits Agreement
between AT&T and the Company dated as of February 1, 1996 and amended and
restated as of March 29, 1996.

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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Article

3.

Excess Retirement Benefit

	
  3.1.
	
  Participation




          “Participant”
for purposes of the Excess Retirement Benefit under this Article 3 shall mean
an individual who is a Participant, Surviving Spouse or designated beneficiary
under either the Retirement Income Plan or the Pension Plan if such
individual’s benefit payable under the Retirement Income Plan or the Pension
Plan is limited by reason of the application of the Benefit Limitation and/or
the Compensation Limitation.

	
  3.2.

  	
  Amount of Excess
  Retirement Benefit

  






	
            (a)          The
  amount, if any, of the Excess Retirement Benefit payable to a Participant,
  Surviving Spouse or designated beneficiary shall be equal to the excess of
  (i) over (ii), where:

	
   

	
   
	
                (i)          is
  the Participant’s, Surviving Spouse’s or designated beneficiary’s pension
  benefit determined in accordance with the provisions of the Retirement Income
  Plan or the Pension Plan, except that for purposes of determining the Excess
  Retirement Benefit, the Benefit Limitation and the Compensation Limitation
  shall be disregarded and the amount of the Short Term Award and any deferrals
  of salary or Short Term Award made under the Lucent Technologies Inc.
  Deferred Compensation Plan shall be included in Compensation; and

	
   
	
   

	
   
	
                (ii)          is
  the amount of the pension benefit actually payable to such Participant,
  Surviving Spouse or designated beneficiary under the Retirement Income Plan
  or the Pension Plan.

	
   
	
   

	
            (b)          The
  amount of the Excess Retirement Benefit payable as a result of the
  application of the Benefit Limitation under the Retirement Income Plan or the
  Pension Plan shall be determined based upon the Retirement Income Plan or the
  Pension Plan formula, as applicable, in effect (i) as of the date when
  benefits are to commence; or (ii) for benefits payable in the form of an
  annuity, as of the effective date of any subsequent increases or decreases in
  the Benefit Limitation, and as of the effective date of any special increases
  in the monthly benefit payable, prior to application of the Benefit
  Limitation, as a result of amendments to the Retirement Income Plan or the
  Pension Plan, whichever is applicable. Further, the amount of the Excess
  Retirement Benefit shall be reduced upon early retirement and/or for the cost
  of the survivor annuity, if any, in the same manner as is set forth in the
  Retirement Income Plan or the Pension Plan, as applicable.

	
   
	
   

	
            (c)          The
  amount of the Excess Retirement Benefit payable under this Plan to a
  Participant who is also a “former NCR employee” as described in Appendix D(i)
  of the Retirement Income Plan, or any successor provision thereto, shall be
  reduced by the amount of the “NCR benefit”, as described in such Appendix,
  before any reduction is made to the benefit under the Retirement Income Plan
  on account of such Participant’s NCR benefit.




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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN


	
  3.3.
	
  No Surviving Spouse or
  Designated Beneficiary




          If
a Participant dies before the date as of which his or her benefit commences
under the Service-Based Program or the Pension Plan, and he or she does not
have a Surviving Spouse or designated beneficiary on his or her date of death,
no Excess Retirement Benefit shall be paid with respect to such
Participant.  If the Participant dies
before the date as of which his or her benefit commences under the Account
Balance Program, the Excess Retirement Benefit shall be paid to the surviving
spouse, if any; if there is no surviving spouse such benefit shall be paid to
the beneficiary or beneficiaries designated under the Retirement Income Plan
or, if there is no such designated beneficiary, to the Participant’s estate.

	
  3.4.
	
  Future Benefit
  Adjustments




          If
a Participant has commenced receiving a service or disability pension under the
Retirement Income Plan or the Pension Plan in the form of a joint and survivor
annuity and his or her designated annuitant subsequently predeceases him or
her, the Participant’s Excess Retirement Benefit under this Article 3 shall be
calculated in accordance with Section 3.2 and thereafter paid, prospectively,
by restoring the original cost of the joint and survivor annuity form of
benefit under the Retirement Income Plan or the Pension Plan, whichever is
applicable. Such adjustment shall be effective as of the first day of the first
month following the death of the designated annuitant.

	
  3.5.

  	
  Determination of
  Benefit

  



          Excess
Retirement Benefit payments under this Article 3 shall be calculated in
accordance with the rules, procedures, and assumptions utilized under the
Retirement Income Plan or the Pension Plan, whichever is applicable. Thus,
whenever it is necessary to determine whether one benefit is less than, equal
to, or larger than another, or to determine the equivalent actuarial value of
any benefit, whether or not such form of benefit is provided under this Plan,
such determination shall be made, at the Administrator’s discretion, by the
Company’s enrolled actuary, using mortality, interest and other assumptions
normally used at the time in determining actuarial equivalence under the
Retirement Income Plan or Pension Plan, whichever is applicable.


	
  3.6.
	
  Relationship To Other
  Plans




          The
Excess Retirement Benefit payable under this Article 3 shall be in addition to
any other benefits provided, directly or indirectly, to a Participant,
Surviving Spouse or designated beneficiary by any Participating Company.
Participation in the Plan shall not preclude or limit the participation of the
Participant in any other benefit plan sponsored by a Participating Company for
which such Participant would otherwise be eligible. The Excess Retirement
Benefit payable to a Participant, Surviving Spouse or designated beneficiary
under this Plan shall not duplicate benefits payable to such Participant,
Surviving Spouse or designated beneficiary under any other plan or arrangement
of a Participating Company or any Affiliated Corporation.

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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN


	
  3.7.
	
  Special Limitation on
  Excess Retirement Benefit




          Notwithstanding
any other provision of this Plan to the contrary, no person who is eligible or
who claims to be eligible to receive a benefit under the Lucent Technologies
Inc. Excess Benefit and Compensation Plan shall be eligible to receive a
benefit under this Article 3.  The
maximum benefit payable to any person who terminates employment with a Participating
Company on or after January 1, 1998 and who claims entitlement to receive a
benefit under the Lucent Technologies Inc. Excess Benefit and Compensation Plan
shall be determined on the basis of such individual’s compensation history and
credited service as of December 31, 1997.

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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Article

4.

Minimum Retirement or Survivor Benefits

	
  4.1.
	
  Participation




          “Participant”
for purposes of the Minimum Retirement Benefit under Section 4.2 shall mean (1)
an Officer or a former employee of a Participating Company who was an Officer
on the last day of employment, if such individual is retired on a service
pension under the Retirement Income Plan, (2) an Officer whose Term of
Employment has been five years or more, is not Disabled, and who terminates
employment on or after his or her sixty-second birthday.

          “Participant”
for purposes of the Survivor Benefit under Section 4.3 shall mean an Officer,
or a former employee of a Participating Company who was an Officer on the last
day of employment, if such former employee on the last day of employment (1) is
Disabled or (2) is eligible to receive a Minimum Retirement Benefit under this
Article 4 of the Plan.


          Notwithstanding
any other provision of the Plan, in no event shall any person hired, rehired,
or promoted to an Officer position on or after October 19, 2001 be a
Participant for purposes of the Minimum Retirement Benefit or the Survivor
Benefit.

	
  4.2.
	
  Minimum Retirement
  Benefit




          A
Participant shall be eligible to receive an annual minimum retirement benefit
payable monthly, equal to 15% of the Participant’s Annual Basic Pay on the last
day the Participant was on the active payroll reduced by the sum of the
following benefits received by the Participant which are attributable to the
period for which benefits are provided under this Section 4.2: a service
pension or deferred vested pension under the Retirement Income Plan or Pension
Plan, an Excess Retirement Benefit under Article 3, a Mid-Career Pension
Benefit under Appendix A, and by any other retirement income payments received
by the Participant from his or her Participating Company or from a Successor or
Predecessor Plan Sponsor.  However, no
reduction shall be made on account of any pension under the Retirement Income
Plan at a rate greater than the rate of such pension on the date the
Participant first received such pension after his or her retirement or other
termination of employment, and no reduction shall be made on account of an
Excess Retirement Benefit under Article 3, or a Mid-Career Pension Benefit
under Appendix A, at a rate greater than the rate of such benefit, as of first
date the Participant was entitled to receive such benefit after his or her
retirement or other termination of employment.

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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

	
  4.3.
	
  Survivor Benefit




          In
the event of the death of a Participant, the Surviving Spouse or designated
beneficiary of such Participant shall be eligible to receive an annual benefit,
payable monthly, equal to 15 percent of the Participant’s Annual Basic Pay on
the last day the Participant was on the active payroll prior to his or her
death reduced by the sum of the following benefits received by the
Participant’s Surviving Spouse or designated beneficiary on account of the
death of the Participant and which are attributable to the period for which
benefits are provided under this Section 4.3: an annuitant’s pension under the
Retirement Income Plan or Pension Plan (or the actuarial equivalent thereof in
the event of a lump sum payment), an annuitant’s Excess Retirement Benefit
under Article 3, a Mid-Career Pension Benefit under Appendix A, and any other
lifetime payments to such Surviving Spouse or designated beneficiary from the
Participant’s Participating Company or from any Successor Plan Sponsor.  However, no reduction shall be made on
account of an annuitant’s pension under the Retirement Income Plan, or on
account of an annuitant’s Excess Retirement Benefit under Article 3 at a rate
greater than (1) the rate of such pension or annuity on the date such pension
or annuity was first payable in the case of the death of a Participant who is
on the active payroll or (2) the rate of such pension or annuity on the date
such pension or annuity first would have been payable had the Participant died
on the day after the last day the Participant was on the active payroll in the
case of the death of a Participant who is not on the active payroll.

	
  4.4.
	
  Special Limitation on
  Minimum Retirement or Survivor Benefit




                    Notwithstanding
any other provision of this Plan to the contrary, no person who is eligible or
who claims to be eligible to receive a minimum retirement or a surviving spouse
benefit under the Lucent Technologies Inc. Officers Long Term Disability and
Survivor Protection Plan shall be eligible to receive a benefit under this
Article 4.  The maximum benefit payable
to any person who terminates employment with a Participating Company on or
after January 1, 1998 and who claims entitlement to receive a benefit under the
Lucent Technologies Inc. Officers Long Term Disability and Survivor Protection
Plan shall be determined on the basis of such individual’s compensation history
and credited service as of December 31, 1997.

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LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Article

5.

Benefit Payments

	
  5.1.
	
  Commencement and Form
  of Benefits




          Any
benefit provided under this Plan payable to a Participant, Surviving Spouse or
designated beneficiary (i) shall commence at the same time, (ii) shall be paid
for as long as and (iii) shall be paid in the same benefit form as the
Participant’s, Surviving Spouse’s or beneficiary’s benefits are paid under the
Retirement Income Plan or the Pension Plan, whichever is applicable, provided,
however, that the Committee shall have the right to approve the Participant’s
election of the form of the Excess Retirement Benefit under Article 3 payable
to the Participant.  In addition, the
joint and survivor annuity benefit option form shall not be available to Participants
eligible for a Mid-Career Pension Benefit under Appendix A for that portion of
the benefit under this Plan.

	
  5.2.
	
  Future Increases




          If
an amendment to the Retirement Income Plan in respect of a Participant who did
not elect a lump sum payment under the Retirement Income Plan or to provide for
an increase in the service pensions of previously retired employees or an
increase in the survivor annuities payable under the Retirement Income Plan,
then a Participant’s, Surviving Spouse’s or designated beneficiary’s benefit
under this Plan, as applicable, shall be increased pursuant to the same terms
and conditions as are set forth in such Retirement Income Plan amendment,
except that no such increase shall apply to the Surviving Spouse or designated
beneficiary benefit related to a deceased Participant who had not terminated
employment or died prior to the effective date of such amendment.

	
  5.3.

  	
  Treatment During
  Subsequent Employment

  



          Notwithstanding
any other provision of the Plan, a Participant’s employment or reemployment
with any Participating Company or with any Interchange Company (if the Employee
is covered by the applicable Interchange Agreement and, if applicable, has not
waived coverage pursuant to the terms of the Interchange Agreement) subsequent
to retirement or termination of employment with entitlement to a benefit under
the Plan shall result in the permanent suspension of payment of such benefit to
the Participant for the period of such employment or reemployment to the extent
and in a manner consistent with the terms and conditions applicable to the
suspension of benefit payments under the Retirement Income Plan or the Pension
Plan, whichever is applicable. A Participant’s benefit shall recommence
simultaneously with the recommencement of his or her benefits under the
Retirement Income Plan or the Pension Plan. The amount of the Participant’s
benefit upon recommencement shall be adjusted to reflect adjustments, if any,
in the amount of the Participant’s pension benefit under the Retirement Income
Plan or the Pension Plan resulting from the period of reemployment.  Following recommencement of payment, the
Participant, Surviving Spouse or designated beneficiary shall not be eligible
to receive any benefit payments that would otherwise have been payable but for
the suspension.


-13-










LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

	
  5.4.
	
  Mandatory Portability
  Agreement




          A
Participant (i) who is employed by an “Interchange Company,” as that term is
defined under the MPA, subsequent to retirement or termination of employment
from the Company, its subsidiaries or any Affiliated Corporation, (ii) who is
covered under the terms and conditions of the MPA, and (iii) for whom assets
and liabilities are transferred from the Retirement Income Plan or the Pension
Plan, shall forfeit his rights to a benefit under the Plan, including the
rights of the Participant’s Surviving Spouse and beneficiaries to a benefit
under this Plan.

	
  5.5.

  	
  Forfeiture of Benefits

  



          Notwithstanding
any eligibility or entitlement to benefits of a Participant arising or
conferred under any other provision or paragraph of this Plan, all benefits for
which a Participant would otherwise be eligible hereunder shall be forfeited
under the following circumstances:


          (a)          (i)          the
Participant is discharged by a Participating Company for cause.  For purposes of this Plan, cause shall mean:


	
   
	
                         
(A)          the
  Participant’s conviction (including a plea of guilty or nolo contendere)
  of a felony or any crime of theft, dishonesty or moral turpitude;

	
   
	
   

	
   
	
                         
(B)          gross
  omission or gross dereliction of any statutory or common law duty of loyalty
  to the Company.




                         (ii)          determination
by the Board or its delegate that the Participant engaged in misconduct in
connection with the Participant’s employment with a Participating Company or
with any other entity of which the Company has an ownership interest; or

          (b)          the
Participant without the Company’s consent both during and after termination for
any reason of employment with a Participating Company, on behalf of any
competitor of the Company (A) renders any service 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 such Participant gained any proprietary or confidential information
or on which such Participant worked prior to his termination of employment, or
(2) any actual or potential customer of the Company about whom the Participant
gained any proprietary or confidential knowledge or with whom such Participant
worked prior to his termination of employment; and (B) solicits or offers, or
induces or encourages others to solicit or offer, employment to any employee of
the Company, provided, however, that the portion of the Excess Retirement
Benefit accrued prior to December 31, 1997 shall not be subject to the
provisions of this Section 5.5(b).

-14-











LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Article

6.

Disposition of Participating Company

	
  6.1.
	
  Sale, Spin-Off, or
  Other Disposition of Participating Company




          (a)          Subject
to Section 10.1, in the event the Company sells, spins off, or otherwise
disposes of a Subsidiary or an Affiliated Corporation, or disposes of all or
substantially all of the assets of a Subsidiary or an Affiliated Corporation
such that one or more Participants terminate employment for the purpose of
accepting employment with the purchaser of such stock or assets, any person
employed by such Subsidiary or Affiliated Corporation who ceases to be an employee
as a result of the sale, spin-off, or disposition shall be deemed to have
terminated his or her employment with a Participating Company and be eligible
for a benefit under this Plan commencing at the same time as his or her
benefit, if any, commences under the Retirement Income Plan or the Pension
Plan.

          (b)          Notwithstanding
the foregoing provisions of this Section 6.1, and subject to Section 10.1, if,
as part of the sale, spin-off, or other disposition of the stock or assets of a
Subsidiary or Affiliated Corporation, the Subsidiary or Affiliated Corporation,
its successor owner, or any other party agrees in writing to assume the
liability for the payment of any of the benefits under this Plan to which the
Participant, Surviving Spouse and/or designated beneficiary would have been
entitled under the Plan but for such sale, spin-off, or other disposition, then
the entitlement of the Participant, his or her Surviving Spouse or beneficiary
to any such benefits under this Plan shall terminate. Any subsequent
entitlement of the former Participant, his or her Surviving Spouse or
beneficiary to such benefits shall be the sole responsibility of the assuming
party. 

          (c)          Upon
the assumption of the liability for the payment of an Excess Retirement Benefit
or a Mid-Career Pension Benefit by AT&T Corp. pursuant to Section 7.1 of
the Management Interchange Agreement or Section 3.1 of the Occupational
Interchange Agreement, both dated as of April 8, 1996, between Lucent Technologies
Inc. and AT&T Corp., the entitlement of a Transition Individual (as defined
in Section 1.38(a) or (d) of the Management Interchange Agreement or Section
1.30(a) or (d) of the Occupational Interchange Agreement), and/or his or her
Surviving Spouse or Beneficiary, to an Excess Retirement Benefit or a
Mid-Career Pension Benefit under this Plan shall terminate.


-15-










LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Article

7.

Source of Payment

	
  7.1.
	
  Source of Payments




          Benefits
arising under this Plan and all costs, charges, and expenses relating thereto
will be payable from the Company’s general assets. The Company may, however,
establish a trust to pay such benefits and related expenses, provided such
trust does not cause the Plan to be “funded” within the meaning of ERISA. To
the extent trust assets are available, they may be used to pay benefits arising
under this Plan and all costs, charges, and expenses relating thereto. To the
extent that the funds held in the trust, if any, are insufficient to pay such
benefits, costs, charges and expenses, the Company shall pay such benefits,
costs, charges, and expenses from its general assets.

	
  7.2.
	
  Unfunded Status




          The
Plan at all times shall be entirely unfunded for purposes of the Code and ERISA
and no provision shall at any time be made with respect to segregating any
assets of a Participating Company for payment of any benefits hereunder. Funds
that may be invested through a trust described in Section 7.1 shall continue
for all purposes to be part of the general assets of the Participating Company
which invested the funds. The Plan constitutes a mere promise by the Company
and the Participating Companies to make benefit payments, if any, in the
future. No Participant, Surviving Spouse, beneficiary or any other person shall
have any interest in any particular assets of a Participating Company by reason
of the right to receive a benefit under the Plan and to the extent the
Participant, Surviving Spouse, beneficiary or any other person acquires a right
to receive benefits under this Plan, such right shall be no greater than the
right of any unsecured general creditor of a Participating Company.

	
  7.3.

  	
  Fiduciary Relationship

  



          Nothing
contained in the Plan, and no action taken pursuant to the provisions of the
Plan, shall create or be construed to create a trust or a fiduciary
relationship between or among the Company, any other Participating Company, the
Board, the Administrator, the Committee, any Participant, any Surviving Spouse,
beneficiary or any other person, except as provided in Section 8.4.


-16-










LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Article

8.

Administration of the Plan

	
  8.1.
	
  Administration




          The
Company shall be the “plan administrator” of the Plan as that term is defined
in ERISA.

	
  8.2.
	
  Indemnification




          Neither
the Administrator, any member of the Board or of the Committee, nor each other
officer to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, shall be personally
liable by reason of any contract or other instrument executed by such
individual or on his or her behalf in his or her capacity as the Administrator
or as a member of the Board or of the Committee, nor for any mistake of judgment
made in good faith, and the Company shall indemnify and hold harmless the
Administrator, each member of the Board, each member of the Committee, and each
other employee or officer to whom any duty or power relating to the
administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including attorneys’ fees) or liability (including
any sum paid in settlement of a claim) arising out of any act or omission to
act in connection with the Plan unless arising out of such person’s own fraud
or bad faith.

	
  8.3.

  	
  Claims Procedure

  



          (a)          All
claims for benefit payments under the Plan shall be submitted in writing by the
Participant, Surviving Spouse, Beneficiaries, or any individual duly authorized
by them (Claimant for purposes of this Section 8.3), to the Administrator. The
Administrator shall notify the Claimant in writing within 90 days after receipt
as to whether the claim has been granted or denied. This period may be extended
for up to an additional 90 days in unusual cases provided that written notice
of the extension is furnished to the Claimant prior to the commencement of the
extension.In the event the claim is denied, such notice shall (i) set forth
the specific reasons for denial, (ii) make reference to the pertinent Plan
provisions on which the denial is based, (iii) describe any additional material
or information necessary before the Claimant’s request may be acted upon, and
(iv) explain the procedure for appealing the adverse determination.


          (b)          Any
Claimant whose claim for benefits has been denied, in whole or in part, may,
within 60 days of receipt of any adverse benefit determination, appeal such
denial to the Committee. All appeals shall be in the form of a written statement
and shall (i) set forth all of the reasons in support of favorable action on
the appeal, (ii) identify those provisions of the Plan upon which the Claimant
is relying, and (iii) include copies of any other documents or materials which
may support favorable consideration of the claim. The Committee shall decide
the issues presented within 60 days after receipt of such request, but this
period may be extended for up to an additional 60 days in unusual cases
provided that written notice of the extension is furnished to the Claimant
prior to the commencement of the extension. The decision of the Committee shall
be set forth in writing, include specific reasons for the decision, refer to
pertinent Plan provisions on which the decision is based, and shall be final
and binding on all persons affected thereby.

-17-











LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

          Any
Claimant whose claim for benefits has been denied shall have such further
rights of review as are provided in ERISA § 503, and the Committee and
Administrator shall retain such right, authority, and discretion as is provided
in or not expressly limited by ERISA § 503.

          (c)          The
Committee shall serve as the final review committee, under the Plan and ERISA,
for the review of all appeals by Claimants whose initial claims for benefits
have been denied, in whole or in part, by the Administrator. The Committee
shall have the authority to determine conclusively for all parties any and all
questions arising from administration of the Plan, and shall have sole and
complete discretionary authority and control to manage the operation and
administration of the Plan, including, but not limited to, authorizing
disbursements according to the Plan, the determination of all questions relating
to eligibility for participation and benefits, interpretation of all Plan
provisions, determination of the amount and kind of benefits payable to any
Participant, Surviving Spouse or Beneficiary, and the construction of disputed
and doubtful terms. Such decisions by the Committee shall be conclusive and
binding on all parties and not subject to further review. 

	
  8.4.
	
  Named Fiduciaries




          The
Company, the Committee, the Pension Plan Administrator(s) and each
Participating Company is each a named fiduciary as that term is used in ERISA
with respect to the particular duties and responsibilities herein provided to
be allocated to each of them.

	
  8.5.

  	
  Role of the Committee

  



          (a)          The
Committee shall have the specific powers elsewhere herein granted to it and
shall have such other powers as may be necessary in order to enable it to
administer the Plan, except for powers herein granted or provided to be granted
to others.


          (b)          The
procedures for the adoption of by-laws and rules of procedure and for the
employment of a secretary and assistants shall be the same as are set forth in
the Retirement Income Plan or the Pension Plan.

	
  8.6.
	
  Allocation of
  Responsibilities




          The
Company may allocate responsibilities for the operation and administration of
the Plan consistent with the Plan’s terms, including allocation of
responsibilities to the Committee and the other Participating Companies.  The Company and other named fiduciaries may designate
in writing other persons to carry out their respective responsibilities under
the Plan, and may employ persons to advise them with regard to any such
responsibilities.

	
  8.7.
	
  Multiple Capacities




          Any
person or group of persons may serve in more than one fiduciary capacity with respect
to the Plan.

-18-











LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

Article

9.

Amendment and Termination

	
  9.1.
	
  Amendment and
  Termination




          Pursuant
to ERISA § 402(b)(3), the Board or its delegate (acting pursuant to the
Board’s delegations of authority then in effect) may from time to time amend,
suspend, or terminate the Plan at any time. Plan amendments may include, but
are not limited to, elimination or reduction in the level or type of benefits
provided prospectively to any class or classes of Participants (and any
Surviving Spouse or designated beneficiary). Any and all Plan amendments may be
made without the consent of any Participant, Surviving Spouse or designated
beneficiary. Notwithstanding the foregoing, no such amendment, suspension, or
termination shall retroactively impair or otherwise adversely affect the rights
of any Participant, Surviving Spouse, beneficiary or other person to benefits
under the Plan, the Retirement Income Plan or the Pension Plan which have
arisen prior to the date of such action.

-19-










LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN


Article

10.

General Provisions

	
  10.1.
	
  Binding Effect




          The
Plan shall be binding upon and inure to the benefit of each Participating
Company and its successors and assigns, and to each Participant, his or her
successors, designees, Beneficiaries, designated annuitants, and estate. The
Plan shall also be binding upon any successor corporation or organization
succeeding to substantially all of the assets and business of the Company.
Nothing in the Plan shall preclude the Company from merging or consolidating
into or with, or transferring all or substantially all of its assets to,
another corporation which assumes the Plan and all obligations of the Company
hereunder. The Company agrees that it will make appropriate provision for the
preservation of the rights of Participants, Surviving Spouses and beneficiaries
under the Plan in any agreement or plan or reorganization into which it may
enter to effect any merger, consolidation, reorganization, or transfer of
assets. Upon such a merger, consolidation, reorganization, or transfer of
assets, the term “Participating Company” shall refer to such other corporation
and the Plan shall continue in full force and effect.

	
  10.2.

  	
  No Guarantee of
  Employment

  



          Neither
the Plan nor any action taken hereunder shall be construed as (i) a contract of
employment or deemed to give any Participant the right to be retained in the
employment of a Participating Company, the right to any level of compensation,
or the right to future participation in the Plan; or (ii) affecting the right
of a Participating Company to discharge or dismiss any Participant at any time.


	
  10.3.
	
  Tax Withholding




          The
Company or a Participating Company, as applicable, shall withhold all federal,
state, local, or other taxes required by law to be withheld from all benefit
payments under the Plan.

	
  10.4.
	
  Assignment of Benefits




          No
benefits under the Plan or any right or interest in such benefits shall be
assignable or subject in any manner to anticipation, alienation, sale,
transfer, claims of creditors, garnishment, pledge, execution, attachment or
encumbrance of any kind, including, but not limited to, pursuant to any
domestic relations order (within the meaning of ERISA § 206(d)(3) and Code
§ 414(p)(1)(B)) or judgment or claims for alimony, support, separate
maintenance, and claims in bankruptcy proceedings, and any such attempted
disposition shall be null and void. 

-20-











LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN


	
  10.5.
	
  Facility of Payment




          If
the Administrator shall find that any person to whom any amount is or was
payable under the Plan is unable to care for his or her affairs because of
illness or accident, then any payment, or any part thereof, due to such person
(unless a prior claim therefor has been made by a duly appointed legal
representative), may, if the Administrator so directs the Company, be paid to
the same person or institution that the benefit with respect to such person is
paid or to be paid under the Retirement Income Plan or Pension Plan, if
applicable, or the Participant’s Lawful Spouse, a child, a relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Administrator to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be in complete discharge
of the liability of the Company, the Board, the Committee, the Administrator,
and the Participating Company therefor. If any payment to which a Participant,
Surviving Spouse or beneficiary is entitled under this Plan is unclaimed or
otherwise not subject to payment to the person or persons so entitled, such
amounts representing such payment or payments shall be forfeited after a period
of two years from the date the first such payment was payable and shall not
escheat to any state or revert to any party; provided, however, that any such
payment or payments shall be restored if any person otherwise entitled to such
payment or payments makes a valid claim.

	
  10.6.
	
  Severability




          If
any section, clause, phrase, provision, or portion of this Plan or the
application thereof to any person or circumstance shall be invalid or
unenforceable under any applicable law, such event shall not affect or render
invalid or unenforceable the remainder of this Plan and shall not affect the
application of any section, clause, provision, or portion hereof to other
persons or circumstances.

	
  10.7.

  	
  Plan Year

  



          For
purposes of administering the Plan, each plan year shall begin on
January 1 and end on December 31.


	
  10.8.
	
  Headings




          The
captions preceding the sections and articles hereof have been inserted solely
as a matter of convenience and shall not in any manner define or limit the
scope or intent of any provisions of the Plan.

	
  10.9.
	
  Governing Law




          The
Plan shall be governed by the laws of the State of New Jersey (other than its
conflict of laws provisions) from time to time in effect, except to the extent
such laws are preempted by the laws of the United States of America.

	
  10.10.
	
  Entire Plan




          This
written Plan document is the final and exclusive statement of the terms of this
Plan, and any claim of right or
entitlement under the Plan shall be determined in accordance with its
provisions pursuant to the procedures described in Article 8.  Unless otherwise authorized by the Board or
its delegate, no amendment or modification to this Plan shall be effective
until reduced to writing and adopted pursuant to Section 9.1.

-21-











LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN


          IN
WITNESS WHEREOF, the Company has caused this Plan to be executed as of October
19, 2001.

	
   
	
  By:

	
   
	
   
	
  
Pamela O.
  Kimmet
Senior Vice
  President, Human Resources

 
	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
  Attest:

	
   
	
   
	
  
Richard
  Rawson
Senior Vice
  President and General Counsel

  
					



-22-










LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN


APPENDIX A.

Mid-Career Pension Benefit


          (A)          Participation


An
individual is a Participant for purposes of the Mid-Career Pension Benefit if
(a) the individual was hired or rehired by a Participating Company (or, with
respect to Transferred Individuals, a “Participating Company” under a
predecessor plan) on or after November 18, 1981 and on or before July 16, 1997,
and at age 35 or older, and (b) the individual was hired or rehired by a
Participating Company (or, with respect to Transferred Individuals, a
“Participating Company” under the Predecessor Plan) at D-band or above, and (c)
the individual terminates employment at Executive level or above after
completing a term of employment of at least five years, classified by the
Company as full-time, for one or more Participating Companies (including, with
respect to term of employment before October 1, 1996, with “Participating
Companies” under a predecessor plan) at Executive level or above prior to the
last day of the month in which he or she reaches Normal Retirement Age; provided, however, that unless
approved by the Board, or its delegate, an individual is not an Participant if:


          (i)          the
individual (ineligible to participate in this Plan because he or she was hired
before age 35 and/or he or she was hired below D-band) terminates employment
with a Participating Company, and is rehired by a Participating Company within
one year of his or her termination of employment;

          (ii)          the
individual terminates employment with a company with which a Participating
Company has an Interchange Agreement, and is hired by a Participating Company
within one year of termination of employment, if the individual has not waived
coverage pursuant to the terms of the applicable Interchange Agreement;

          (iii)          the
individual terminates employment with a company in which a Participating
Company has an ownership interest, and is hired or rehired by a Participating
Company within one year of termination of employment, unless he or she was a Participant in the Plan
prior to employment with the Lucent non-Controlled Group company or the
nonparticipating Controlled Group company; or

          (iv)          the
individual is employed by a company which is acquired by a Participating
Company.


          “Executive
level,” formerly E-Level, E-band, Fifth level and SG-12 through SG-14, shall
mean the level directly above Director level, formerly D-band, or any
equivalent salary grade or level as determined by the Company.

-23-








LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN



          (B)          Eligibility

          (1)          Service
and Disability Benefit


                          Any
Participant shall be eligible for a service benefit or a disability benefit if
he or she is eligible for a service or a disability pension pursuant to the
Service-Based Provisions of the Retirement Income Plan, including a Participant
who is eligible for a service pension as the result of a Transition Leave of
Absence or a Transition to Retirement as set forth in the Retirement Income
Plan. 

          (2)          Deferred
Benefit

                         Any
Participant is eligible for a deferred benefit if the Participant is vested
under the Retirement Income Plan or the Pension Plan but is not eligible for
either a service or a disability pension under the Service-Based Provisions of
the Retirement Income Plan or under the Pension Plan.

          (C)          Calculation
of Mid-Career Pension Benefit Amount


                          The
annual benefit amount will equal:


                          A
x B x C

          Where:

                          A
=        Mid-Career Pension Credits;

                          B
=        One-half of the Retirement
Income Plan Base Formula Multiplier; and

                          C
=        The sum of (i) Average Base
Period Compensation multiplied by Years of Service through the end of the Base
Period and (ii) Post-Base Period Compensation, divided by total Term of
Employment.

                          (I)          Mid-Career
Pension Credits

          For
purposes of determining A above, “Mid-Career Pension Credits” is defined as:

          (i)          For
those Participants hired or rehired at Executive level or above, and all of
whose Term of Employment is at Executive level or above, Mid-Career Pension
Credits is the difference between 35 years and the Term of Employment that
could accrue if the Participant worked to the later of Normal Retirement Age,
retirement or termination of employment, provided that the Mid-Career Pension
Credits shall not exceed the actual Term of Employment and shall not include
any part-time service if the Participant was hired by the Company on or after
November 18, 1981.

          (ii)          For
those Participants hired or rehired at D-band or above, and whose Term of
Employment includes service at D-band or below, Mid-Career Pension Credits is
computed by multiplying the employee’s Mid-Career Pension Credits as defined in
(i) above, by a fraction, the numerator of which shall be the number of years
and months of service completed with a Participating Company (or, with respect
to Transferred Individuals, a “Participating Company” under any predecessor
plan) at Executive level and above, and the denominator of which shall be the
actual Term of Employment at termination of employment, provided, however, that
for any Transferred Individual on the active roll of AT&T as of
August 29, 1991, his or her benefit under this Plan shall equal the
greater of the benefit calculated under the definition of Mid-Career Pension
Credits in this subsection (ii) as of the Transferred Individual’s retirement
or termination of employment or the benefit accrued under a predecessor plan as
of August 29, 1991;


-24-










LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN


                    (II)          Retirement
Income Plan Base Formula Multiplier

          For
purposes of determining B above, the “Management Plan Base Formula Multiplier”
shall be the numerical percentage which is multiplied by the Participant’s
average annual Compensation for the Base Period, in the calculation of the
Participant’s accrued pension benefit under the Retirement Income Plan.

          “Base
Period” shall mean the pay base averaging period used to calculate the Participant’s benefit under the
Retirement Income Plan.

                    (III)            Average
Base Period Compensation

          For
purposes of determining C above, “Average Base Period Compensation” shall be
the Participant’s average annual Compensation for the Base Period used in the
calculation of the Participant’s accrued benefit under the Retirement Income
Plan, except that for purposes of determining the benefit amount hereunder, the
Compensation Limitation shall be disregarded and the amount of the Short
Term Award and any deferrals made under the Lucent Technologies Inc. Deferred
Compensation Plan shall be included in Compensation.  


                    (IV)          Post-Base
Period Compensation

          For
purposes of determining C above, “Post-Base Period Compensation” shall be the
Participant’s Compensation after the Base Period used in the calculation of the
Participant’s accrued benefit under the Retirement Income Plan, except that for
purposes of determining the benefit amount hereunder, the Compensation
Limitation shall be disregarded and the amount of the Short Term Award
and any deferrals made under the Lucent Technologies Inc. Deferred Compensation
Plan shall be included in Compensation.

          (D)  Special Limitation on Mid-Career Pension
Benefit

          Notwithstanding
any other provision of this Plan to the contrary, no person who is eligible or
who claims to be eligible to receive a benefit under the Lucent Technologies
Inc. Mid-Career Pension Plan shall be eligible to receive a benefit under this
Appendix A.  The maximum benefit payable
to any person who terminates employment with a Participating Company on or
after January 1, 1998 and who claims entitlement to receive a benefit under the
Lucent Technologies Inc. Mid-Career Pension Plan shall be determined on the
basis of such individual’s compensation history and credited service as of
December 31, 1997.

-25-










LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN



APPENDIX B

NON-QUALIFIED
PENSION BENEFIT

          (A)     Participation

          An
individual is a Participant for purposes of the Non-Qualified Pension Benefit
if (a) the individual participated in the Lucent Technologies Inc. Non-Qualified
Pension Plan as of December 31, 1997.

          (B)     Amount
of Non-Qualified Pension Benefit; 
Grandfathered Benefit

          The
amount of a Participant’s Non-Qualified Pension Benefit shall be the amount
calculated under the terms of the Lucent Technologies Inc. Non-Qualified
Pension Plan (as in effect immediately before the merger of that Plan into this
Supplemental Pension Plan) as of the
earlier of (i) the end of the Participant’s Term of Employment and (ii)
December 31, 2000.  The Non-Qualified
Pension Benefit shall be the minimum benefit payable under this Plan.  No Non-Qualified Pension Benefit shall be
payable if the benefit payable under this Plan, determined without regard to
this Appendix B, is greater than the Non-Qualified Pension Benefit.

-26-










LUCENT TECHNOLOGIES INC.
SUPPLEMENTAL PENSION PLAN

APPENDIX C

ENHANCED
PENSION BENEFIT

          (A)     Participation

          An
individual is a Participant for purposes of the Enhanced Pension Benefit if (a)
the individual was notified by the Company between July 1 and September 30,
2001, inclusive, in accordance with the terms of the Lucent Executive
Involuntary Separation Plan in effect for such period (the “EISP”), that his or
her employment would be involuntarily terminated on a date established by the
Company, which may be after September 30, 2001, and (b) the individual was
classified by the Company as an Executive at the time of such notification, and
(c) the individual elected, in accordance with procedures established by the
Company under the EISP, to receive the Enhanced Pension Benefit hereunder.  The term “Participant” shall also include a
Surviving Spouse or designated beneficiary to the extent entitled to benefits
under the Retirement Income Plan.


          (B)     Amount
of Enhanced Pension Benefit

          The amount
of an Enhanced Pension Benefit payable in respect of a Participant shall be the
excess of (i) over (ii), where (i) shall be the benefit determined under this
Plan after adding five additional years of Net Credited Service and five
additional years of age to the Participant’s actual Net Credited Service and
age upon termination of employment, and (ii) shall be the benefit determined
under this Plan without giving effect to this Appendix C.  The enhanced years  described in clause (i) shall count toward the Participant’s
eligibility for a service pension, reduce any early retirement discount, and
add five additional years to the Participant’s service in the 1994 to 1998 Base
Pay Averaging Period.

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