LUCENT EXECUTIVE LIFE INSURANCE. Lucent and Agere shall take all actions necessary or appropriate to assign to Agere, effective as of the Distribution Date, Lucent's rights and interests, to the extent attributable to Transferred Individuals, in (a) the life insurance policies under the Executive Life Insurance Program issued by Metropolitan Life Insurance Company, (b) any additional life insurance program that may be implemented by Lucent before the Close of the Distribution Date, with respect to Transferred Individuals, effective Immediately after the Distribution Date, and (c) under the Lucent Non-Employee Director Plan effective as of the Distribution Date (such policies, the "Assigned Policies"). Such actions shall include Agere's acceptance of any collateral assignments, policy endorsements or such other documentation executed by or on behalf of Transferred Individuals and Agere Non-Employee Directors, or any trustee of any trust to which such individual's policy rights or incidents of ownership under the Assigned Policies have been assigned, and Agere's entering into such agreements as may be necessary to fulfill any obligations of Lucent to any insurance company or insurance agent or broker under the Assigned Policies. From and after the date of the assignment of any Assigned Policy to Agere, Agere shall assume and be solely responsible for all Liabilities, and shall be entitled to all benefits, of Lucent under such policy and under the Executive Life Insurance Program, the Lucent Non-Employee Director Plan and any additional life insurance program that may be implemented by Lucent before the Close of the Distribution Date, as the case may be, with respect to such policies, and any related agreements entered into by Transferred Individuals or Agere Non-
