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                                                                    EXHIBIT 10.9
                                                                         [DRAFT]

                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN

                                    Preamble

      The Agere Systems Inc. Deferred Compensation Plan (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 Agere Systems Inc. (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.
Participants' accounts under the Plan will also be credited with amounts
credited to their accounts under the Lucent Technologies Inc. Deferred
Compensation Plan (the "Predecessor Plan") if such amounts were assumed by the
Company at the time of the distribution (the "Distribution") of common stock of
the Company by Lucent Technologies Inc. ("Lucent") to its stockholders.

      SECTION 1.  DEFINITIONS.

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

      (a) "2001 LTIP" means the Agere Systems Inc. 2001 Long Term Incentive
Plan.

      (b) "Account" means, for each Participant, such Participant's Deferred
Cash Equivalent Account and Deferred Share Equivalent Account.

      (c) "Administrator" means the Senior Vice President - Human Resources of
the Company.

      (d) "Affiliate" means (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.

      (e) "Beneficiary Election" means a written instrument, in a form
prescribed by the Administrator, relating to elections under Section 5.

      (f) "Board" means the Board of Directors of the Company.

      (g) "Change in Control" means the happening of any of the following
events:
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                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN


            (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 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

            (3)   The approval by the stockholders 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 stockholders, to the consent of any government or
                  governmental agency, the obtaining of such consent (either
                  explicitly or implicitly by consummation); excluding however,
                  such a


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                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN


                  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 50% 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

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

      (h) "Change in Control Election" means a written instrument, in a form
prescribed by the Administrator, relating to elections under Section 7(b).

      (i) "Class A Stock" means the Class A common stock, par value $.01 per
share, of the Company.


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                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN


      (j) "Class B Stock" means the Class B common stock, par value $.01 per
share, of the Company.

      (k) "Code" means the Internal Revenue Code of 1986, as amended.

      (l) "Committee" means the Corporate Governance and Compensation Committee
of the Board (or any successor committee).

      (m) "Company" means Agere Systems Inc.

      (n) "Conversion Price" means the average of the daily high and low sale
prices of Shares of the applicable type on the NYSE for the period of five
trading days ending on the date for which the Conversion Price is being
determined, or the period of five trading days immediately preceding that date
if the NYSE is closed on that date.

      (o) "Deferral Election" means a written election, in a form prescribed by
the Administrator, to defer receipt of Incentive Awards, Retainer Payments or
salary otherwise payable to a Participant.

      (p) "Deferred Cash Equivalent Account" means a book-entry account in the
name of a Participant maintained in the Company's records with entries
denominated in dollars.

      (q) "Deferred Share Equivalent Account" means a book-entry account in the
name of a Participant maintained in the Company's records with entries
denominated in Share equivalents. Sub-accounts shall be maintained for Class A
Stock and Class B Stock.

      (r) "Director" means any non-employee member of the Board.

      (s) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (t) "Eligible Member" means an Officer, a Director, Other Participant or a
participant in the Predecessor Plan or another person or group of employees who
is designated by the Administrator as an Eligible Member.

      (u) "Fiscal Year" means 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.

      (v) "Incentive Award" means any award under the Short Term Plan, any other
bonus payment, any performance awards, stock unit awards or other awards under
the 2001 LTIP (other than options) and any dividend equivalent payment under the
2001 LTIP.

      (w)   "NYSE" means the New York Stock Exchange, Inc.

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                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN


      (x) "Officer" means 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 the Predecessor Plan).

      (y) "Other Participant" means any employee of the Company or any of its
Affiliates holding a position evaluated or classified at or above the
"Executive" level or its equivalent but only if the Administrator determines
that such group of employees shall be eligible to participate in the Plan.

      (z) "Participant" means an Eligible Member who delivers a Deferral
Election to the Company. 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.

      (aa)  "Participating Company" means the Company and any of its Affiliates.

      (bb)  "Payment Election" shall have the meaning set forth in Section 6(a).

      (cc) "Person" means any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, limited liability
company, other entity or government or political subdivision thereof.

      (dd)  "Plan" means this Agere Systems Inc. Deferred Compensation Plan.

      (ee) "Plan Year" means each twelve (12) consecutive month period
commencing January 1 and ending on December 31 of the same calendar year.

      (ff)  "Potential Change in Control" means:

            (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;

            (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.


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                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN


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.

      (gg)   "Retainer Payments" means any amounts payable to a Director for
service as a Director.

      (hh) "Savings Plan Make-Up Credit" means any amounts credited to an
Eligible Member's account under the Predecessor Plan as a "Savings Plan Make-Up
Credit" under that plan.

      (ii) "Shares" means shares of Class A Stock, Class B Stock or other
securities of the Company.

      (jj)  "Short Term Plan" means the Agere Systems Inc. Short Term Incentive
Plan.

      SECTION 2.  DEFERRAL ELECTIONS.

      (a) DELIVERY AND EFFECTIVENESS OF DEFERRAL ELECTIONS. A Participant may
elect to defer receipt of Incentive Awards, Retainer Payments or salary
otherwise payable to the Participant in future Fiscal Years by delivering a
Deferral Election to the Participant's employing Participating 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 the 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 with respect to compensation paid beginning 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).

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                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN


      (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 SALARY. A Deferral Election may relate to all or part of a
Participant's salary.

      (f) DEFERRAL OF RETAINER PAYMENTS. A Director's Deferral Election may
relate to all or part 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.

      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 which a Deferral Election
                  specifies crediting under the Plan; and

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

            (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 or salary would otherwise have been paid to the
Participant, or from the date of the Distribution, in the case of amounts
deferred under the Predecessor Plan and credited under this Plan. 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 the
sub-account of a Participant's Deferred Share Equivalent Account corresponding
to the type of Shares deferred, the following:

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                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN


            (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 Plan and credited under this Plan.

            (ii) Cash amounts credited to a Participant's Deferred Share
Equivalent Account shall be converted to the number of Share equivalents of the
type of Shares specified by the Participant determined by dividing such cash
amount by the Conversion Price determined as of the date the cash otherwise
would have been paid. Each sub-account in the Participant's Deferred Share
Equivalent Account shall be credited on each dividend payment date for the
corresponding type of Shares, with an amount equal to the number of Shares of
that type that could be purchased at the Conversion Price determined as of the
dividend payment date with dividends that would have been payable on the number
of Shares equal to the number of Share equivalents in that sub-account on the
record date for that dividend.

            (iii) In the event of any change in outstanding Shares by reason of
any stock dividend or stock split, spin-off, 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 Agere Systems 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.

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                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN


            (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. Until otherwise determined by the Board, such rate shall be
120% of the average interest rate for 10-year U.S. Treasury notes for the
previous quarter.

      (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.

      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 Plan 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

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                 AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN

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 in respect of 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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                    AGERE SYSTEMS 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, any of its
Affiliates or any predecessor 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

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                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN


or offers, or induces or encourages others to solicit or offer, employment to
any employee of the Company.

      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

            (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):

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<PAGE>   13
                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN


            (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 or otherwise or
treasury Shares. 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.

      (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

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<PAGE>   14
                    AGERE SYSTEMS INC. DEFERRED COMPENSATION PLAN


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 the 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 the day following the
Distribution.

      (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.
Distribution of a Participant's Account shall not be deemed to adversely affect
the rights of a Participant. The Administrator with the concurrence of the
General Counsel of the Company or his or her 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.

            (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.

                                      -14-
<PAGE>   15
                    AGERE SYSTEMS INC. DEFERRED COMPENSATION 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.


                                      -15-