**EMPLOYMENT AGREEMENT(Chairman of the Board and Chief Executive Officer)
THIS AGREEMENT, made and entered into as of June 16,2002, by and between Michael J. Birck (the“Executive”) and Tellabs, Inc., a Delaware corporation (the “Company”);

**WITNESSETH THAT:**

WHEREAS, the parties desire to enter into this Agreement pertaining to the continuing employment of theExecutive by the Company as the Chairman of the Board and resumption of his employment as ChiefExecutive Officer;

NOW. THEREFORE. in consideration of the mutual covenants and agreementset forth below. it is herebycovenanted and agreed by the Executive and the Company as follows:

1. Employment. Subject to the terms of this Agreement, the Company hereby agrees to employ theExecutive as its Chairman of the Board of Directors and as its Chief Executive Officer during theAgreement Term (as defined below), with such additions or modifications thereto which areconsistent with his authority, responsibilities and duties hereunder, as the Board of Directors of theCompany (the “Board”) may, from time to time, in its discretion and after consultation with theExecutive, adopt. The “Agreement Term” shall be the period beginning on June 16, 2002 (the“Effective Date”) and ending on the second anniversary of the Effective Date, subject to earliertermination as provided herein; provided, however, that the Agreement Term will be automaticallyextended by twelve months on the rust anniversary of the Effective Date and on each anniversarythereof, unless one party to this Agreement provides written notice of non-renewal to the otherparty at least 30 days prior to the date of such automatic extension.

2. Performance of Duties. The Executive agrees that during his employment with the Company, heshall devote his full business time, energies and talents to serving as its Chairman of the Board ofDirectors and as its Chief Executive Officer and that he shall perform his duties faithfully andefficiently subject to the directions of the Board. Notwithstanding the foregoing provisions of thisSection 2, the Executive may (i) serve as a director, trustee or officer or otherwise participate innot-for-profit educational, welfare, social, religious and civic organizations; (ii) after consultationwith, and approval by, the Board, serve as a director of any for-profit business which does notcompete with the Company or any of its subsidiaries or affiliates, and (iii) acquire passiveinvestment interests in one or more entities; provided, that such activities described in clauses (i),(ii) and (iii) are not prohibited under the Company”s Integrity Policy and do not inhibit or interferewith the performance of the Executive”s duties under this Agreement.

3. Compensation. Subject to the terms of this Agreement, during the Agreement Term, while theExecutive is employed by the Company, the Company shall compensate him for his services asfollows:

a. Base Salary. The Executive shall receive a Base Salary of $750,000 per annumpayable in 26 bi-weekly installments. The Executive”s Base Salary shall be reviewed andsubject to increase or decrease annually by the Board pursuanto its normal performance review policies for senior executives, with the first such review occurring in 2003. SuchBase Salary shall be payable beginning on July 1,2002.

b. Annual Bonus. For each calendar year, the Executive shall be eligible to receive anAnnual Bonus payment in accordance with the Company’s annual bonus plans as in effectfrom time to time. The target level for each Annual Bonus shall not be less than 50% ofthe Executive’s Base Salary for the year, provided that the Company achieves theapplicable financial and strategic objectives established for the year. Commencing withcalendar year 2003, such objectives will be established by the Compensation Committeeof the Board, in consultation with the Executive and other senior officers. The Executiveshall be eligible to receive a bonus for calendar year 2002, based on the Company’sachievement of financial and strategic goals established for the year 2002.

c. Annual Equity Awards. The Executive shall be entitled to receive stock option grantsor other stock based compensation as may from time to time be awarded by theCompensation Committee.

d. Emplovee Benefits. Fringe Benefits and Perquisites. The Executive shall be providedwith employee benefits. fringe benefits and perquisites on a basis no less favorable thansuch benefits and perquisites are provided by the Company from time to time to theCompany’s other senior executives. In the event of the Executive’s termination ofemployment with the Company for any reason other than termination by the Companyfor Cause. the Executive shall be entitled to reimbursement of tax and financial planningcosts and an office and secretarial assistance on the same basis as provided during theAgreement Term through the tenth anniversary of the date of termination of employment.the Company’s policies applicable to senior executives.

e. Expense Reimbursement. The Company will reimburse the Executive for allreasonable expenses incurred by him in the performance of his duties in accordance withf. Change in Control Benefits. Following the Effective Date, the Executive and theCompany shall continue to be a party to the change of control agreement which theCompany has entered into with Executive, it being understood that the Executive shallonly receive whatever incremental payments or benefits are provided under such changeof control agreement and that there shall be no duplication of payments or benefits underthis Agreement and such change of control agreement.

f.Change in Control Benefits. Following the Effective Date, the Executive and theCompany shall continue to be a party to the change of control agreement which theCompany has entered into with Executive, it being understood that the Executive shallonly receive whatever incremental payments or benefits are provided under such changeof control agreement and that there shall be no duplication of payments or benefits underthis Agreement and such change of control agreement.

g. Additional Payments. If any payments or benefits received or to be received by theExecutive in connection with the Executive’s employment (whether pursuanto the termsof this Agreement or any other plan, arrangement or agreement with the Company, or anyperson affiliated with the Company) (the “Payments”), will be subject to the tax (the“Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, asamended (the “Code”) (or any similar tax that may hereafter be imposed), the Companyshall pay at the time specified below, an additional amount (the “Gross-Up Payment”)such that the net amount retained by the Executive, after deduction of any Excise Tax onthe Payments and any federal, state and local income or other applicable tax and ExciseTax upon the payment provided for by this paragraph, shall be equal to the Payments. Forpurposes of determining the amount of the Gross-Up Payment, the Executive shall bedeemed to pay federal income taxes at the Executive’s highest marginal rate of federalincome taxation in the calendar year in which the Gross-Up Payment is to be made andstate and local income taxes at the Executive’s highest marginal rate of taxation in thestate and locality of the Executive’s residence on the date on which the Excise Tax isdetermined, net of the maximum reduction in federal income taxes which could beobtained from deduction of such state and local taxes. The computations required by thisparagraph shall be made by the independent public accountants then regularly retained bythe Company, in consultation with tax counsel selected by them and acceptable to theExecutive. The Company shall provide the Executive with sufficient tax andcompensation data to enable the Executive or his tax advisor to verify such computationsand shall reimburse the Executive for reasonable fees and expenses incurred with respectthereto. In the event that the Excise Tax is subsequently determined to be less than theamount taken into account hereunder, the Executive shall repay to the Company at thetime that the amount of such reduction in Excise Tax is finally determined the portion ofthe Gross-Up Payment attributable to such reduction (plus the portion of the Gross-UpPayment attributable to the Excise Tax and federal and state and local income taximposed on the Gross-Up Payment being repaid by the Executive) plus interest on theamount of such repayment from the date the Gross-Up Payment was initially made to thedate of repayment at the rate provided in Section 1274(b)(2)(B) of the Code (the“Applicable Rate”). In the event that the Excise Tax is determined by the InternalRevenue Service or by such independent public accountants to exceed the amount takeninto account hereunder (including by reason of any payment the existence or amount ofwhich cannot be determined at the time of the Gross-Up Payment), the Company shallmake an additional Gross-Up Payment in respect of such excess (plus any interest,penalties, fines or additions to tax payable with respect to such excess) at the time that theamount of such excess if finally determined. Any payment to be made under thisparagraph shall be payable within five (5) days of the determination of the accountantsthat such a payment is required hereunder and, if applicable, within five (5) days of suchdetermination that the Excise Tax is greater or less than initially calculated but, in noevent, later than thirty (30) days after the Executive’s receipt of the Payments resulting insuch Excise Tax.

4. Indemnification. The Company agrees that if the Executive is made a party, or is threatened tobe made a party, to any action, suit or proceeding, whether civil, criminal, administrative orinvestigative (a “Proceeding”), by reason of the fact that he is or was a director, officer oremployee of the Company or is or was serving at the request of the Company as a director, officer,member, employee or agent of another corporation, partnership, joint venture, trust or otherenterprise, including service with respect to employee benefit plans, whether or not the basis ofsuch Proceeding is the Executive’s alleged action in an official capacity while serving as adirector, officer, member, employee or agent, the Executive shall be indemnified and heldharmless by the Company to the fullest extent legally permitted or authorized by the Company’scertificate of incorporation or bylaws or resolutions of the Company’s Board of Directors or, ifgreater, by the laws of the State of Delaware, against all cost, expense, liability and loss(including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or otherliabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred orsuffered by the Executive in connection therewith, and such indemnification shall continue as tothe Executive even if he has ceased to be a director, member, employee or agent of the Companyor other entity, with respect to acts or omissions which occurred prior to his cessation ofemployment with the Company, and shall inure to the benefit of the Executive’s heirs, executorsand administrators. The Company shall advance to the Executive all reasonable costs and expensesincurred by him in connection with a Proceeding within 20 calendar days after receipt by theCompany of a written request for such advance. Such request shall include an undertaking by theExecutive to repay the amount of such advance if it shall ultimately be determined that he is notentitled to be indemnified against such costs and expenses.
5. Termination of Employment. Upon termination of the Executive’s employment for any reason,the Executive or, in the event of death, the Executive’s estate shall be entitled to the Executive’sBase Salary prorated through the date of termination. Any Annual Bonus awarded to theExecutive for a prior award period, but not yet paid to the Executive, and any employee benefits towhich the Executive is entitled by reason of his employment shall be paid to the Executive or hisestate at such time as is provided by the terms of the applicable Company plan or policy. If theExecutive’s employment is terminated during the Agreement Term, the Executive’s right toadditional payments and benefits under this Agreement for periods after his date of terminationshall be determined in accordance with the following provisions of this Section 5.

a. Death or Disability. If the Executive’s employment is terminated by reason of death orby reason of the Executive’s Disability, the Executive, or, in the event of his death, hisestate, shall be entitled to a prompt cash payment of a prorated Annual Bonus for the yearin which such termination occurs, based on the target Annual Bonus for such year. TheExecutive or the Company shall be entitled to terminate the Executive’s employmentbecause of the Executive’s Disability during the Agreement Term. “Disability” means thatthe Executive is disabled within the meaning of the Company’s long-term disabilitypolicy or, if there is no such policy in effect, that (i) the Executive has been substantiallyunable, for 120 business days within a period of 180 consecutive business days, toperform the Executive’s duties under this Agreement, as a result of physical or mentalillness or injury, and (ii) a physician selected by the Company or its insurers, andreasonably acceptable to the Executive or the Executive’s legal representative, hasdetermined that the executive is disabled. A termination of the Executive’s employmentby the Company for disability shall be communicated to the Executive by written notice,and shall be effective on the 30th day after receipt of such notice by the Executive (the“Disability Effective Time”), unless the Executive returns to full-time performance of theExecutive’s duties be ore the Disability Effective Time.

b. Termination for cause or Voluntary Resignation. If the Executive’s employment isterminated by the Company for Cause or if the Executive voluntarily resigns from theemploy of the Compony, other than pursuant to a Constructive Discharge, all paymentsand benefits to whic the Executive would otherwise be entitled under this Agreementshall immediately cease, except as otherwise specifically provided above in this Section 5with respect to his prorated Base Salary through the date of termination, his AnnualBonus, if any, awarded for a prior award period but not yet paid and his previouslyearned employee benefits. For purposes of this Agreement, the term “Cause” shall mean:

The Executive is convicted of a felony or any crime involving moral turpitudeor

ii. A reasonable determination by a vote of directors comprising two-thirds ofthe entire Board, after giving the Executive notice and an opportunity to beheard, that, (A) Executive has willfully and continuously failed to performsubstantially his duties as contemplated by Section 2 above (other than suchfailure resu ing from incapacity due to physical or mental illness), after awritten de nd for corrected performance is delivered to Executive by theBoard whic specifically identifies the manners in which the Board believes theExecutive has not substantially performed his duties or (B) the Executive hasengaged in gross neglect ,or gross misconduct, unless the Executive had a goodfaith belief at such conduct was in, or not opposed to, the best interests of theCompany.

c.Termination With just Cause. If the Company terminates the Executive without Cause,the Executive shall be entitled to a prompt lump sum cash payment equal to the BaseSalary and Annual Bonus to which he would otherwise would have been entitled if hehad remained in the employ of the Company through the last day of the Term of thisAgreement. For purposes of the preceding sentence, the Annual Bonus component shallbe based upon the get bonus for the year of termination and shall include a proratedbonus for the partial ear ending on the last day of the Agreement Term.

d. Resignation for Constructive Discharge. The Executive’s voluntary resignation forConstructive Dischage shall be treated for all purposes of this Agreement as atermination by the Company without Cause. For purposes of this Agreement,“Constructive Discharge” shall mean the occurrence of any of the followingcircumstances:

i. A reduction by the Company in the Executive’s Base Salary or Annual Bonustarget to an 4mount that is less than required under Section 3 above;,/p>
ii. The removal of the Executive from the position of Chairman of the Board ofDirectors or the failure of the Executive to be nominated or reelected to theCompany’s Board of Directors;

iii. Any action by the Company which results in significant diminution in theExecutive’s authority, power, responsibilities or duties from those contemplatedby Sections 1 and 2 above, or the assignment to Executive without his writtenconsent of any duties inconsistent with the Executive’s position and status asChairman of the Board of Directors, Chief Executive Officer of the Company ascontemplated by Sections 1 and 2 above, which action or assignment continuesafter written notice thereof and a reasonable opportunity to cure of not less thanfifteen (15) days has been given by Executive to the Company; or

iv. Any other breach by the Company of any of its material obligations to theExecutive under this Agreement, which breach continues after written noticethereof and a reasonable opportunity to cure of not less than thirty (30) days hasbeen given by Executive to the Company.

e. Change in Control. The term “Change in Control” of the Company means the first tooccur of:

i. Any “person” (as defined in Section 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”)), excluding for thispurpose, the Company or any subsidiary of the Company, or any employeebenefit plan of the Company or any subsidiary of the Company, or any person orentity organized, appointed or established by the Company for or pursuanto theterms of any such plan which acquires beneficial ownership of voting securitiesof the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3under the Exchange Act), directly or indirectly of securities of the Companyrepresenting 20% or more of the combined voting power of the Company’s thenoutstanding securities; provided, however, that no Change in Control will bedeemed to have occurred as a result of a change in ownership percentageresulting solely from an acquisition of securities by the Company; and providedfurther that no Change in Control will be deemed to have occurred if a personinadvertently acquires an ownership interest of 20% or more but then promptlyreduces that ownership interest below 20%;

ii. During any two consecutive years (not including any period beginning priorto June 30, 2002), individuals who at the beginning of such two-year periodconstitute the Board and any new director (except for a director designated by aperson who has entered into an agreement with the Company to effect atransaction described elsewhere in this definition of Change in Control) whoseelection by the Board or nomination for election by the Company’s stockholderswas approved by a vote of at least two-thirds of the directors then still in officewho either were directors at the beginning of the period or whose election ornomination for election was previously so approved (such individuals and anysuch new director, the “Incumbent Board”) cease for any reason to constitute atleast a majority of the Board;

iii. Consummation of a reorganization, merger or consolidation or sale or otherdisposition of all or substantially all of the assets of the Company (a “BusinessCombination”), in each case, unless, following such Business Combination, (i)all or substantially all of the individuals and entities who were the beneficialowners of outstanding voting securities of the Company immediately prior tosuch Business Combination beneficially own, directly or indirectly, more than50% of the combined voting power of the then outstanding voting securitiesentitled to vote generally in the election of directors, as the case may be, of thecompany resulting from such Business Combination (including, withoutlimitation, a company which as a result of such transaction owns the Companyor all or substantially all of the Company’s assets either directly or through oneor more subsidiaries) in substantially the same proportions as their ownership,immediately prior to such Business Combination of the outstanding votingsecurities of the Company; (ii) no person (excluding any company resultingfrom such Business Combination or any employee benefit plan (or related trust)of the Company or such company resulting from such Business Combination)beneficially owns, directly or indirectly, 20% or more of, respectively, the thencombined voting power of the then outstanding voting securities of suchcompany except to the extent that such ownership existed prior to the BusinessCombination; and (iii) at least a majority of the members of the board ofdirectors of the company resulting from such Business Combination weremembers of the Incumbent Board at the time of the execution of the initialagreement, or of the action of the Board, providing for such BusinessCombination;

iv. Approval by the stockholders of the Company of a complete liquidation ordissolution of the Company; or

v. A tender offer (for which a filing has been made with the Securities andExchange Commission “SEC”) which purports to comply with the requirementsof Section 14(d) of the Securities Exchange Act of 1934 and the correspondingSEC rules) is made for the stock of the Company, then the first to occur of:

(A) Any time during the offer when the person making the offer ownsor has accepted for payment stock of the Company with 25% or moreof the total voting power of the Company’s securities, or

(B) Three business days before the offer is to terminate unless the offeris withdrawn first if the person making the offer could own, by theterms of the offer plus any shares owned by this person, stock with50% or more of total voting power of the Company's securities whenthe offer terminates.

6. No Mitigation: No Offset. In the event of any termination of employment, the Executive shallbe under no obligation to seek other employment and there shall be no offset against amounts duethe Executive under this Agreement on account of any remuneration attributable to any subsequentemployment that he may obtain.

7.Confidential Information. The Executive agrees that, during his employment by the Companyand at all times thereafter, he shall hold in a fiduciary capacity for the benefit of the Company allsecret or confidential information, knowledge or data relating to the Company or any of itssubsidiaries or affiliates, and their respective businesses, which shall have been obtained by theExecutive during the Executive’s employment by the Company or during his consultation with theCompany after his termination of employment, and which shall not be or become publicknowledge (other than by acts by the Executive or representatives of the Executive in violation ofthis Agreement). Except in the good faith performance of his duties for the Company, theExecutive shall not, without the prior written consent of the Company or as may otherwise berequired by law or legal process, communicate or divulge any such information, knowledge ordata to anyone other than the Company and those designated by it.

8.Protective Covenants. For a period of two years following the termination of Executive'semployment for any reason, the Executive shall not, without the written consent of the Board,directly or indirectly,

a. engage or be interested in (as owner, partner, stockholder, employee, director, officer,agent, consultant or otherwise), with or without compensation, any business which is indirect competition with the Company or of any of its subsidiaries in providing data, voiceor video transport, switching/routing, network access system and/or voice qualityenhancement solutions to service providers or end users;

b. hire any person who was employed by the Company or any of its subsidiaries oraffiliates (other than persons employed in a clerical or other non-professional position)within the six-month period preceding the date of such hiring; or

c. solicit, entice, persuade or induce any person or entity doing business with theCompany and its subsidiaries or affiliates, to terminate such relationship or to refrainfrom extending or renewing the same.

Nothing in subparagraph (a) above, will prohibit the Executive from acquiring or holding not morethan one percent of any class of publicly traded securities of any such business; provided that suchsecurities entitle the Executive to no more than one percent of the total outstanding votes entitledto be cast by security holders of such business in matters on which such security holders areentitled to vote.

9.Remedies. The Executive agrees that the restrictions set forth in Sections 7 and 8 hereof arereasonably and necessary to protect the legal interests of the Company. The Executive furtheragrees that the Company shall be entitled to injunctive relief in the event of any actual orthreatened breach of such restrictions.

10.Assignability. Binding Nature. This Agreement shall be binding upon and inure to the benefitof the Parties and their respective successors, heirs (in the case of the Executive) and assigns. Norights or obligations of the Company under this Agreement may be assigned or transferred by theCompany except that such rights or obligations may be assigned or transferred pursuant to amerger or consolidation in which the Company is not the continuing entity, or the sale orliquidation of all or substantially all of the assets of the Company, provided that the assignee ortransferee is the successor to all or substantially all of the assets of the Company and such assigneeor transferee assumes the liabilities, obligations and duties of the Company, as contained in thisAgreement, either contractually or as a matter of law. The Company further agrees that, in theevent of a sale of assets or liquidation as described in the preceding sentence, it shall takewhatever action it legally can in order to cause such assignee or transferee to expressly assume theliabilities, obligations and duties of the Company hereunder. No rights or obligations of theExecutive under this Agreement may be assigned or transferred by the Executive other than hisrights to compensation and benefits, which may be transferred only by will or operation of law.

11.Amendment. This Agreement may be amended or canceled only by mutual agreement of theparties in writing without the consent of any other person. So long as the Executive lives, noperson, other than the parties hereto, shall have any rights under or interest in this Agreement orthe subject matter hereof except that in the event of the Executive’s Disability so as to render himincapable of such action, his legal representative may be substituted for purposes of suchamendment.

12.Applicable Law. The provisions of this Agreement shall be construed in accordance with theinternal laws of the State of Illinois, without regard to the conflict of law provisions of any state.

13.Severability. The invalidity or unenforceability of any provision of this Agreement will notaffect the validity or enforceability of any other provision of this Agreement, and this Agreementwill be construed as if such invalid or unenforceable provision were omitted (but only to the extentthat such provision cannot be appropriately reformed or modified).

14.Waiver of Breach. No waiver by any party hereto of a breach of any provision of thisAgreement by any other party, or of compliance with any condition or provision of thisAgreement to be performed by such other party, will operate or be construed as a waiver of anysubsequent breach by such other party of any similar or dissimilar provisions and conditions at thesame or any prior or subsequent time. The failure of any party hereto to take any action by reasonof such breach will not deprive such party of the right to take action at any time while such breachcontinues.

15.Notices. Notices and all other communications provided for in this Agreement shall be inwriting and shall be delivered personally or sent by registered or certified mail, return receiptrequested, postage prepaid, or prepaid overnight courier to the parties at the addresses set forthbelow (or such other addresses as shall be specified by the parties by like notice):

to the Company:

Tellabs, Inc.One Tellabs Center1415 W. Diehl RoadNaperville, Illinois 60563Attention: Senior Vice President –Human Resources

or to the Executive:

Michael J. BirckOne Tellabs Center1415 W. Diehl RoadNaperville, Illinois 60563

Each party, by written notice furnished to the other party, may modify the applicable deliveryaddress, except that notice of change of address shall be effective only upon receipt. Such notices,demands, claims and other communications shall be deemed given in the case of delivery byovernight service with guaranteed next day delivery, the next day or the day designated fordelivery; or in the case of certified or registered U.S. mail, five days after deposit in the U.S. mail;provided, however, that in no event shall any such communications be deemed to be given laterthan the date they are actually received.

16.Arbitration of Disputes and Reimbursement of Legal Costs. Any controversy or claim arisingout of or relating to this Agreement (or the breach thereot) shall be settled by final, binding andnon-appealable arbitration in Chicago, Illinois by three arbitrators. Subject to the followingprovisions, the arbitration shall be conducted in accordance with the rules of the AmericanArbitration Association (the “Association”) then in effect. One of the arbitrators shall be appointedby the Company, one shall be appointed by the Executive, and the third shall be appointed by thefIrst two arbitrators. If the fIrst two arbitrators cannot agree on the third arbitrator within 30 daysof the appointment of the second arbitrator, then the third arbitrator shall be appointed by theAssociation and shall be experienced in the resolution of disputes under employment agreementsfor CEOs of major corporations. Any award entered by the arbitrators shall be final, binding andnonappealable and judgment may be entered thereon by either party in accordance with applicablelaw in any court of competent jurisdiction. This arbitration provision shall be specificallyenforceable. The arbitrators shall have no authority to modify any provision of this Agreement orto award a remedy for a dispute involving this Agreement other than a benefit specificallyprovided under or by virtue of the Agreement. If the Executive prevails on any material issuewhich is the subject of such arbitration or lawsuit, the Company shall be responsible for all of thefees of the American Arbitration Association and the arbitrators and any expenses relating to theconduct of the arbitration (including the Company’s and the Executive’s reasonable attorneys’ feesand expenses). Otherwise, each party shall be responsible for its own expenses relating to theconduct of the arbitration (including reasonable attorneys’ fees and expenses) and shall share thefees of the American Arbitration Association equally.

17.Survivorship. Upon the expiration or other termination of this Agreement, the respective rightsand obligations of the parties hereto shall survive such expiration or other termination to the extentnecessary to carry out the intentions of the parties under this Agreement.

18.Entire Agreement. Except as otherwise noted herein, this Agreement constitutes the entireagreement between the parties concerning the subject matter hereof and supersedes all prior andcontemporaneous agreements, if any, between the parties relating to the subject matter hereof.

19.Counterparts. This Agreement may be executed in separate counterparts, each of which isdeemed to be an original and all of which taken together constitute one and the same agreement.IN WITNESS THEREOF, the Executive has hereunto set his hand, and the Company hascaused this Agreemento be executed in its name and on its behalf, and its corporate seal to be hereuntoaffixed, all as of the day and year first above written.

EXECUTIVE:

MICHAEL J. BIRCK***/s Michael J. Birck*
COMPANY:

TELLABS, INC., a Delaware corporationby***/s Thomas A. Cook*Thomas A. Cook IIIts: Senior Vice President – Human Resources
ATTEST:

***/s James M. Sheehan*James M. SheehanSecretary********