Agreement in principle

Social Plan

Alcatel-Lucent Nederland B.V.

On 3 July 2007, Alcatel-Lucent Nederland B.V., with its registered offices at Hilversum and Rijswijk (hereafter also referred to as: “the Company”), and the trade unions agreed the following Social Plan.

Scope of application

The Social Plan is intended to replace the Social Conditions Letter (valid up to 30 September 2006) and the Social Plan (valid up to 31 December 2003) of the two legal entities which on 31 March 2007 merged to become Alcatel-Lucent Nederland B.V. The Social Plan serves to deal with the consequences for the employees of Alcatel-Lucent Nederland B.V. of the necessary restructuring and the change of workplace. These measures are essential in order for Alcatel-Lucent Nederland B.V. to maintain its position in the market. The Social Plan will be applicable if a position is terminated due to the restructuring and if an employee’s workplace changes. The Social Plan will take effect after completion of the Works Council’s recommendation procedure. The Social Plan will neither apply to employees with fixed-term contracts of employment nor to any other temporary workers (contractors, temps and non-employee workers) or former employees.

Period of validity

The Social Plan will be valid from 1 July 2007 to 31 December 2009, except where a different period has been agreed in respect of specific provisions. If, during the period of validity of this Social Plan, important amendments occur to the relevant legislation and regulations, the parties will be obliged to consult with one another.

Agreed on 3 July 2007 in Hilversum or Rijswijk (as the case may be),

On behalf of Alcatel-Lucent Nederland B.V.: On behalf of the trade unions:

...........................................................................

J. Koenhein G.J.A. van Hees

FNV Bondgenoten

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E. Clason

VHP Metalektro

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N.G.R. Maathuis

VHP Lucent

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N. Bogaard

CNV BedrijvenBond

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W. van Lidth de Jeude

De Unie

1. Procedure and phasing

1.1 Criteria

The statutory criteria of the so-called “age bracket principle” (afspiegelingsbeginsel) will be used to establish the list of employees whose positions will be terminated.

The age bracket principle will be applied per category of interchangeable positions based on the distribution of employees’ ages within the category of interchangeable positions concerned. The employees within the category of interchangeable positions will be subdivided into five age brackets, i.e. 15 to 25 years of age, 25 to 35, 35 to 45, 45 to 55 and 55 years and over.

The redundancies will be distributed among the age brackets in such a way that the age distribution within the category of interchangeable positions is relatively similar before and after the restructuring Within each age bracket, the employee with the shortest employment history will then be nominated for redundancy first.

1.2 Notification

Unless otherwise agreed with the Works Council, the Company will proceed with the notification of the employees concerned as soon as possible after receiving the recommendation from the Works Council.

The employee whose position is terminated will no longer be required to work from at the latest three days after he is given notice. This also establishes the employee’s last day at his workplace.

2. Mediation

The mediation activities as described in this section will start immediately after notification.

2.1 Vacancies

The Company sets great store by as many employees as possible finding new, suitable positions quickly. The opportunities for placement within the organisation will be used wherever possible.

Insofar as any approved vacancies exist within the organisation, employees whose positions are terminated will take priority, provided that they meet the majority of the job requirements. They will be offered an introductory period of up to six months, whereby the employer – if necessary – will bear the costs of any education or training required. Approved vacancies within the organisation also include internal vacancies at affiliated companies or third-party companies with which the Company has a cooperative alliance for the filling of vacancies at the moment of publication of the vacancy concerned.

2.2 Professional coaching

In order to increase the chances for notified employees of finding suitable work outside Alcatel-Lucent, the Company will deploy three professional, certified mediation agencies which will assist these employees in finding employment elsewhere. The notified employees can make use of this facility on a voluntary basis, on the understanding that an employee who decides to use or keep using the facility offered will be expected to follow any advice given by the mediation agency.

These agencies will first conduct an intake interview with the employee to determine the appropriate outplacement method. They will then coach the employee in his search for a new job. When selecting these agencies, the Company will pay attention to the availability of a full, modern repertory of mediation instruments and skills. The mediation activities will take place as far as possible within the immediate vicinity of the employee’s workplace.

Mediation will commence immediately after the release from work and will continue for a period of nine months. If, after consultation between the Company and the outplacement agency, it is agreed that, in light of the progress of the mediation, an extension of the mediation period would be useful, then this period can be extended by three months. This means that the maximum mediation period will be 12 months. The mediation period can therefore extend to a date beyond that on which the contract of employment is terminated. The mediation activities will end once the employee has succeeded in finding a new position.

Employees who have reached an age of 50 years or older at the moment of notification will be offered an outplacement period of 12 months.

3. Termination

Insofar as collective redundancy is applicable, as described in the relevant legislation, notification of the proposed collective redundancy measure will be sent to the Centre for Work and Income (CWI) after the submission of the request for a recommendation from the Works Council.

A procedure to terminate the employee’s contract will be initiated before the sub-district court (kantonrechter).

In the pro forma termination proceedings before the sub-district court, the employee may be supported by a law firm recommended by the Company. The Company will meet the costs of this support. If the employee does not make use of a law firm recommended by the Company but independently hires legal support, the Company will pay for this support up to the amount of € 750, excluding VAT.

3.1 Period of notice

The employee can opt for either (1) a date of termination for which the theoretical period of notice is taken into account, or (2) termination at the earliest date possible.

The employee must inform the Company of his choice of (1) or (2) within one month after the date of notification.

If he chooses (2), an additional payment will be made which corresponds with the total number of months of the theoretical period of notice, multiplied by the monthly salary, increased by 25%. The 25% increase will be applied to compensate for the holiday allowance and other compensation and benefits components.

The theoretical period of notice will be at least two months in all cases.

If the employee opts for the theoretical period of notice to be taken into account, i.e. option (1), and the employee therefore stays in the service of the Company, the following supplementary provision will apply.

After the moment of notification the employee can stay in the service of the Company for a maximum period of six months.

If this option is selected, the period of notice agreed with the employee will no longer be applicable.

The possibility to stay in the service of the Company for a period of six months is intended to promote the search for a “work to work solution”. The employee will not be entitled to payment of any difference between the contractual period of notice and the period of six months.

During the period of six months, the employee will no longer be required to work, in line with Article 1.2 above.

4. Financial arrangements

4.1 One‑off compensation payment

Employees whose employment is terminated on the initiative of the Company will be awarded a one‑off gross compensation payment based on:

• their last monthly salary;
• the duration of their employment until the date of their dismissal, and
• their age.

The gross compensation payment is equal to A x B x 1

Where:

A = the number of weighted years of service. The years of service up to the age of 39 inclusive count as “1”, the years of service from the age of 40 up to the age of 49 inclusive count as “1.5” and the years of service from the age of 50 onwards count as “2”.

Six months and more are counted as a whole year. For the purpose of calculating the duration of employment, any contiguous contract of employment with an affiliated company or Community-scale undertaking will be included. To determine whether a company is affiliated to the Alcatel-Lucent group at the time of the employee’s contract of employment with the Company, the statutory definition of Section 2:24b of the Netherlands Civil Code will be taken as point of departure. A contiguous contract of employment is taken to mean all contracts of employment that directly precede the current contract of employment, without any interruptions.

B = the monthly salary plus the holiday allowance.

For employees with deviating working hours (stand-by service, shift work and on-call duty), the average amount paid monthly as fixed compensation for this work in the period of 12 months preceding the moment of notification will be considered part of the monthly salary.

Any other fringe benefits will not be counted as part of the gross monthly salary under the Social Plan, on the understanding of the following:

1. For employees with a sales compensation plan at the moment of notification, the average sales bonus paid out annually, calculated over the last three full calendar years, will be part of factor B.
2. Employees may have had an Annual Incentive Plan (AIP), a management incentive or a regular bonus scheme (hereafter jointly referred to as “Bonus”) during their period of employment. At the moment of notification, the average annual Bonus paid out, calculated over the last three full calendar years, will be part of factor B.

The one‑off compensation payment will always equal at least two gross monthly salaries.

The one-off compensation payment will, however, never be more than the gross income, including holiday allowance but excluding other fringe benefits, which the employee would have received up to the age of 65, on the basis of the current monthly salary, if his service at the Company had continued.

4.2 Implementation provisions

Employment termination compensation is taxed in certain cases. A 26% fine will be payable by the Company if employees retire in accordance with an early retirement plan.

The Company will not cooperate with any fiscal (standing right) schemes that lead to the above-named 26% fine. This is why the Company will test, before paying the termination compensation, to what extent the (standing right) scheme proposed by the employee may result in such a fine. For this purpose the Company will request a statement from the Tax Authority certifying that no early retirement plan is applicable in this case. Only if such a statement has been issued in advance will the Company cooperate with the chosen fiscal (standing right) scheme.

4.3 Extra payment in the event that the contract of employment is terminated on the employee’s initiative

Employees who have been given notice and who declare their intention to leave on or before the intended termination date (i.e. the date on which the Company intends to have reduced the number of positions) in writing within ten days after the date of notification, and with whom agreement is reached to terminate the employment on or before the intended termination date, will be eligible for an additional gross payment of 1.5 (one and a half) months’ salary, in addition to the period of notice arrangement as described in Article 3.1 and the compensation payment as described in Article 4.1 above. In this article, gross payment of the monthly salary is taken to mean the fixed gross monthly salary excluding holiday allowance and any other fringe benefits.

Employees requesting to be eligible for this payment will not be entitled to the professional coaching and mediation services described in Article 2.2 above.

4.4 Request to replace another employee

Employees of the departments listed in the recommendation request may submit a request to their line manager to replace another employee who is to be given notice or who has already been given notice. This is only possible if the positions of these employees are fully interchangeable. The Company reserves the right to deny such requests.

The employee whose request is granted will only be entitled to the one-off compensation payment referred to in Article 4.1 above. The other articles and provisions of this Social Plan will therefore not apply.

4.5 Part‑time contracts

The entitlement of employees with a part‑time contract that stipulates a reduction in their working hours during the 24 months preceding the termination date will be an average calculated over their previous years of service.

4.6 Older employees

In the case of affected employees aged 55 or older, the Company will agree an individual arrangement, taking the Social Plan and particularly the provisions of Article 4.1 above as its starting points.

5. Arrangement for change of workplace

5.1 Target group and scope of application

This arrangement applies to employees who are confronted with an increase in the time of their journey to and from work of at least 90 minutes per day as a result of the change of their workplace.

The following employees will be excluded from the company carpool arrangement and the travel expenses arrangement (Articles 5.5., 5.6. and 5.7. below):

Employees with a leased car, a company car or a lease allowance.

In addition, employees of C level / Senior Management and higher (Lucent) / Senior Staff (Alcatel) as well as employees with a non-office based position will be excluded from the compensation arrangement (Article 5.4 below).

In the development and implementation of this arrangement, the Company will strictly adhere to the relevant (tax) legislation and regulations.

5.2 Telecommuting

Against the background of corporate policies and the necessary flexibility with regard to the change of workplace, the instrument of telecommuting will be made use of as much as possible.

A telecommuting agreement will be drawn up in advance and will be reviewed once every year. The Company will make facilities available to enable the telecommuting arrangement. These facilities comprise a monthly payment of € 20 for an Internet connection and a one-off allowance of up to € 750 for the set-up of a workplace at home. Both amounts will be paid on the fiscal condition that the costs actually incurred must be demonstrated by submitting the invoices paid.

5.3 Flexible working hours

Employees with an office-based position are expected to work at the office at least three to four days of their working week – depending on any telecommuting agreements concluded with the individual employee in question.

The assumption is that employees work eight hours per day, and at least between 10 a.m. and 4 p.m., regardless of whether they work at their new workplace or at home.

5.4 Compensation for extra travel time

For employees whose journey to and from work is increased by at least 90 minutes per day the following arrangement will be applicable:

The first 90 minutes of increased travel time will be considered regular commuter time.

Any increased travel time over 90 minutes per day will be considered working hours in accordance with the following table:

Year Percentage as working hours

1 100%

2 75%

3 50 %

4 25 %

The travel time and the increase in travel time will be calculated by means of the journey/route planner of the ANWB (the Dutch equivalent of the Automobile Association) on the basis of an average speed of 70 kilometres per hour during the entire distance to be travelled. For the extra or increased travel time or travel distance, the difference between the travel time / travel distance from home to the workplace in Hilversum or Rijswijk and vice versa will be calculated on the basis of the ANWB journey planner.

5.5 Transport other than train or private car

For the benefit of employees whose travel time is increased by at least 75 kilometres each way, calculated as described in Article 5.4 above, the Company will make company pool cars available for a period of three years to those who would like to make use of this option. A company pool car will be made available if at least three employees will use it for carpool purposes. If so desired, the Company can also make company pool cars available to employees whose journey to and from work has increased by less than 75 kilometres each way. The latter option will solely be offered at the Company’s discretion.

The Company will facilitate the use of the carpool instrument wherever possible and a mobility manager will fulfil an important role in this regard.

During the third year, the Company and the trade unions will hold consultations to evaluate the situation that has arisen and to find solutions for the period after the first three years.

5.6 Travel expenses arrangement

Any existing upper limits for the travel allowance, as included in the collective labour agreement (“CAO”) or company scheme, will be cancelled for a period of three years.

For the number of additional travel kilometres between home and work, the Company will provide an allowance of 19 eurocents per kilometre for a period of three years after the change of workplace.

To be eligible for the allowance, the employee must record his journeys from home to work and vice versa in a monthly overview.

During the third year, the Company and the trade unions will hold consultations to evaluate the situation that has arisen and to find solutions for the period after the first three years.

For the days during which an employee works exclusively from home, no travel allowance will naturally be paid.

5.7 Annual travel card

If the journey to and from work exceeds 50 kilometres each way, the employee may apply for a second-class annual travel card. This public transport card can be requested by completing the appropriate application form. After the Salary Records Department has received the form, the amount of the annual travel card will be paid into the employee’s private bank account by way of an advance payment. After buying the annual travel card, the employee must send a copy of this card to the Salary Records Department within one week’s time. Once it has expired after one year, the original card must be submitted to the Salary Records Department.

During the year in which the employee has an annual travel card, the following other elements will not be available to him: the normal travel allowance; the use of a leased car or company car; the lease allowance and the possibility to claim compensation for travel expenses incurred within the Netherlands.

The option of the annual travel card, under the above-mentioned conditions, will be offered during the coming three years. During the third year the Company and the trade unions will hold consultations to evaluate the situation that has arisen and to find solutions for the period after the first three years.

5.8 Relocation costs

If an employee is transferred and will therefore need to relocate, this will be laid down in a separate agreement. The granting of any compensation payments under this agreement will be based on the assumption that the relocation will take place within two years after the formal change of workplace.

The new address must be at least 50% closer to the new workplace and must be within a radius of 35 kilometres of this new workplace.

Employees who have been excluded from this arrangement pursuant to section 1 may apply for a relocation arrangement by submitting a request to their manager.

5.8.1 Reinstallation costs

The compensation for reinstallation costs will be 12% of the gross annual salary (12 x monthly salary) at the moment of relocation, up to a maximum of EUR 5,445.36 (tax-free, subject to a number of tax criteria).

5.8.2 Transportation of household effects

This arrangement applies to the packing, transportation, delivery and unpacking of the house­hold effects. The costs of the transportation and transportation insurance will be paid by the Company. The Procurement Department will select the transportation company to be hired.

5.9 Voluntary departure

For employees whose journey to and from work is increased by at least 90 minutes per day, to be calculated in accordance with Article 5.4 above, the following arrangement will be applicable:

If the employee performs a supporting office-based role, and not a role directly related to the primary value chain vis-à-vis the customer (e.g. consultant, project manager, account manager), the employee may submit a request for a voluntary departure arrangement.

If the employee’s request is granted, he will only be entitled to the one-off compensation payment, which will be calculated according to A x B x 0.8. Factor C has been set at 0.8 here. The other articles and provisions of this Social Plan will not apply.

The Company reserves the right to deny the request, with statement of reasons, if the employee does not meet the above-mentioned criteria.

The travel time will be calculated as described in Article 5.4 above.

6. Supplementary arrangements

6.1 Non-activity

The employee whose position is terminated will no longer be required to work from at the latest three working days after he is given notice, which also establishes the employee’s last day at his workplace.

During this period of non-activity, the terms and conditions of employment, with the exception of any fringe benefits or facilities which are directly related to the performance of the employee’s work activities, such as the reimbursement of (representation) expenses, will remain applicable.

The leased car can remain available to the employee while the employee’s own contribution will remain the same as before the period of non-activity. If the leased car was only used for work-related travel, its tax status will change to private use as of the moment when the period of non-activity commences.

During the period of notice, the number of kilometres travelled in the leased car may not exceed 2500 per month and the fuel used will be paid for by the Company.

During the remainder of the period of non-activity, the number of kilometres travelled in the leased car may not exceed 2500 per month and the fuel used will be paid for by the employee.

6.2 Holidays, work release days and ATV days

The accrual of work release days and ATV days (days off for reduced working hours) will stop on the last day of the calendar month during which the employee is given notice. The accrual of holidays will stop on the date of termination of the contract of employment.

When the contract of employment is terminated, the accrued holidays, work release days and ATV days, minus the days already taken prior to the day on which the employee is given notice, will be paid out.

6.3 Stock options / RSUs

Subject to the conditions specified in the various stock option and/or restricted stock unit agreements, and taking the rules governing the conversion of these stock options into account, employees can exercise any stock option rights after the date on which their contract of employment is terminated.

Stock options allocated under the Alcatel Corporate Stock Option Programme will be cancelled upon termination of the contract of employment, as set out in the guidelines. In accordance with this arrangement, any shares and stock options under the ‘Al Programme’ will continue to be owned by the buyer.

6.4 Pension Continuation Fund (FVP)

Wherever possible, the Company and the employees concerned will promote the pension accrual being continued as far as possible within the framework of the Pension Continuation Fund (FVP) scheme. Information about the FVP scheme can be obtained from the Centre for Work and Income (CWI), or can be found at www.svb.nl under the header [regelingen] (only available in Dutch).

If the FVP scheme is to be terminated (which is expected to happen on 1 January 2009), the Company will look into the possibility during 2008 to enable the employee to deposit extra amounts from the compensation payment into the pension fund.

The Company will also enable payments into the Lucent or Alcatel Pension Fund within the statutory tax restrictions, should the employee request this facility. The employee must submit the request for participation in the pension savings plan no later than two weeks before the final salary payment.

6.5 Scholarship fund

For employees whose children are receiving payments from the Scholarship Fund at the moment of notification, the following provision will be applicable:

Employees will receive a one-off gross amount that corresponds with the total net allowance (for one or more children) from the Scholarship Fund for a period of 18 months. The allowance from the Scholarship Fund will end on the date of termination of the contract of employment.

6.6 Training courses

Training courses which employees are taking in their own time and for which the Company has already provided a contribution towards the study costs will be remunerated up to a maximum of six months after the termination date. Any “repayment agreements” will be declared non-applicable.

6.7 Anniversary compensation

Employees who were to have celebrated their 25‑year anniversary of service within 12 months of the termination date will receive a compensation equal to 1 (one) month’s gross salary. Employees who were to have celebrated their 40‑year anniversary of service within 18 months of the termination date will receive a compensation equal to 2 (two) months’ gross salary.

6.8 Save‑as‑you‑earn scheme

Employees who participate in the save‑as‑you‑earn scheme (spaarloonregeling) will be given the opportunity to deposit the maximum possible amount that can be saved for the current calendar year.

6.9 Life-course savings scheme

Employees who participate in the life-course savings scheme (levensloopregeling) will be given the opportunity to deposit the maximum possible amount that can be saved in accordance with the statutory regulations.

6.10 Non-competition clause

The non-competition clause will cease to be applicable on the date of termination of the contract of employment.

7. Final stipulations

7.1 Employee’s obligation to provide information

Employees who are seeking to use the financial facilities of the Social Plan are obliged to provide the requisite information and documentary evidence.

7.2 Exit interview

During the exit interview with the line manager, confidentiality, secrecy and the testimonial will be explicitly discussed with the employee. Various practical issues will also be discussed, including the return of several items of company property (laptop, mobile telephone, leased car, credit card, etc.).

7.3 Hardship clause

If situations occur during the period of validity of the Social Plan for which this Plan makes no provision or which have an unfair outcome, or if an unreasonable social situation occurs, further consultations will be held with the trade unions to address this. The employee may also approach the Company directly.

7.4 Provision of information by the Company

All employees who are given notice will receive a copy of the Social Plan.

Information will also be supplied on the mediation activities.

8. Arbitration Committee

An Arbitration Committee will be set up to monitor the correct and fair application of the Social Plan.

Should a difference of opinion arise between the employee and the Company, they will initially make an effort to resolve this dispute by mutual agreement. If this is not possible, the dispute will be put before the Arbitration Committee.

It will be the task of the Arbitration Committee to make recommendations to the parties about cases not provided for by the Social Plan, or to do so if the application of the Plan leads to unfair situations.

In the case of a majority recommendation from the Arbitration Committee, the Board Representative will in principle adopt the recommendation. If the Board Representative considers that there are grounds for not adopting a recommendation by the Committee, he will inform the employee of this in writing.

The Committee will consist of two members appointed by the Company, one currently working in Hilversum and the other in Rijswijk, and two members appointed by the trade unions, one currently working in Hilversum and the other in Rijswijk. The four members will appoint a unanimously chosen, independent chairperson, who will then be the fifth member of the Committee.

The Committee will draw up its own rules and inform the employees about these rules as soon as possible.