exv4w1



 





Exhibit 4.1





RESTATED CERTIFICATE OF INCORPORATION




OF




TELLABS, INC.




     The present name of the corporation is Tellabs, Inc. The original
Certificate of Incorporation was filed with the Secretary of State on February
10, 1992 under the name of Tellabs, Inc. The within Restated Certificate of
Incorporation was duly adopted by the Board of Directors and the sole
stockholder of Tellabs, Inc. (the “Corporation”) in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law
of the State of
Delaware.



     This Restated Certificate of Incorporation restates and further amends
the Certificate of Incorporation of this Corporation.



     FIRST: The name of the corporation is:



TELLABS, INC.




     SECOND: The address of the Corporation’s registered office in the State
of Delaware is 32 Lockerman Square, Suite L-100 in the City of Dover, 19901,
County of Kent. The name of its registered agent at such address is The
Prentice-Hall Corporation System, Inc.



     THIRD: The nature of business to be conducted or promoted and the purpose
of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware (“Delaware General Corporation Law”).



     FOURTH: Authorized Capital Stock.



     1. Authorized Capital Stock. The aggregate number of shares of stock
which the Corporation has authority to issue is 35,000,000 shares, of which
30,000,000 shall be shares of common stock, $.01 par value per share
(hereinafter “Common Stock”), and of which 5,000,000 shares shall be shares of
preferred stock, $0.1 par value per share (hereinafter “Preferred Stock”).



     The
respective preferences, limitations, designations and relative rights
of the Preferred Stock and the Common Stock are as follows:



     2. Terms
Applicable to the Preferred Stock.




     (a) General. The shares of Preferred Stock may be
issued from time to time in one or more series, each
of which shall have a distinctive serial
designation. The Board of Directors is hereby
authorized to specify from time to time the number
of shares of any series, and fix or alter by
resolution or resolutions the voting powers,
designations, preferences, and relative,
participating optional or other special rights, and
qualifications, limitations or restrictions, of such
Preferred Stock, including but not limited to:




	(i)	 	the number of shares constituting
that series and the distinctive designation of
that series;
	 
	(ii)	 	the dividend rate, if any, on the shares
of that series, whether dividends shall
be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any,
of payment of dividends on
shares of that series;
	 
	(iii)	 	Whether that series shall have
voting rights, in addition to the voting
rights provided by law and, if so, the terms
and conditions of such voting rights;




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	(iv)	 	Whether that series shall have
conversion privileges, and, if so, the terms
and conditions of such conversion, including
provision for adjustment of the conversion
rate in such events as the Board of Directors
shall determine;
	 
	(v)	 	Whether or not the shares of that
series shall be redeemable, and, if so, the
terms and conditions of such redemption,
including the date or dates upon or after
which they shall be redeemable, and the amount
per share payable in case of redemption, which
amount may vary under different conditions and
at different redemption dates;
	 
	(vi)	 	Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
	 
	(vii)	 	The rights of the shares of that
series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the
corporation, and the relative rights of
priority, if any, of payment of shares of
that series; and
	 
	(viii)	 	Any other relative rights, preferences and limitations of
that series.






     (b) Redemption. Shares of any series of Preferred Stock which
may have been redeemed (whether through the operation of a sinking
fund or otherwise) or which, if convertible or exchangeable, have
been converted into or exchanged for shares of stock of any other
series, shall have the status of authorized and unissued shares,
without designation as to series until such shares of Preferred Stock
are once more designated as part of a particular series by the Board
of Directors of the Corporation.



     3. Terms Applicable to the Common Stock.




     (a) Voting Rights. Except as otherwise required by law or this
Restated Certificate of Incorporation, the holders of Common Stock
shall be entitled to one vote per share of Common Stock standing in
such holder’s name on the books of the Corporation as to all matters
to be voted on by the Corporation’s stockholders.




     (b) Dividends. Subject to the prior rights and preferences of the
holders of Preferred Stock, if
any, the holders of Common Stock shall be entitled to dividends,
whether payable in cash, property or securities of the Corporation,
when and as declared by the Board of Directors of the Corporation out
of any assets of the
Corporation legally available for such dividends at such time or
times as the Board of Directors may determine.




     (c) Liquidation. Upon any liquidation, dissolution or winding
up of the affairs of the Corporation, whether voluntary or
involuntary, the holders of Common Stock shall be entitled to
receive, out of the assets of the Corporation, if any, remaining
after payment in full to the holders of Preferred Stock of the
preferential amounts, if any, to which they are entitled, ratably
the distribution of the remaining assets of the Corporation. Neither
the consolidation nor merger of the Corporation into or with any
other corporation or corporations, nor the sale or transfer by the
Corporation of all or any part of its assets, nor the reduction of
the capital stock of the Corporation, shall be deemed to be a
liquidation, dissolution or winding up of the Corporation within
the meaning of this paragraph (c).



     4. No
Preemptive Rights. No holder of shares of stock of the Corporation
shall, by reason of such holding, have any preemptive right to purchase,
subscribe for or otherwise acquire shares of any class of stock of the
Corporation or any security convertible into, or any warrant, option or right
to purchase, or to subscribe for or otherwise acquire shares of stock of the
Corporation, whether now or hereafter authorized, and whether issued for cash
or other consideration, or by way of dividend.



     FIFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or
repeal the By-laws of the Corporation. Notwithstanding any other provisions of
this Restated Certificate of Incorporation or the By-laws of the Corporation
(and notwithstanding the fact that a lesser percentage may be specified by
law, this Restated Certificate of Incorporation or the By-laws of the
Corporation), the affirmative vote of the holders of 75% or more of the voting
power of the then outstanding shares of capital stock of the Corporation entitled to
vote generally



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in the election of directors, voting together as a single
class, shall be required for the stockholders to alter or
repeal the By-laws of the Corporation.



     SIXTH: Board of Directors; Meetings and Actions of Stockholders



     1. Number Election and Terms of Directors. The number of directors of
the Corporation shall be fixed from
time to time by or pursuant to the By-laws. No decrease in the number
of directors constituting the Board of Directors shall
shorten the term of any incumbent director. The directors shall be
classified with respect to the time for which they severally
hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the manner specified in the By-
laws, one class to hold office initially for a term expiring at the
1993 Annual Meeting of Stockholders, another class to hold
office initially for a term expiring at the 1994 Annual Meeting of
Stockholders, and another class to hold office initially for a
term expiring at the 1995 Annual Meeting of Stockholders, with the
members of each class to hold office until their successors have been duly
elected and qualified. At each Annual Meeting of Stockholders, the
successors to the class of directors whose
term expires at that meeting shall be elected to hold office for a
term expiring at the Annual Meeting of Stockholders held in
the third year following the year of their election and until their
successor have been duly elected and qualified.



     2. Stockholder Nomination of Director Candidates. Advance notice of
nomination for the election of directors, other than by the Board of
Directors or a duly authorized committee thereof or any authorized
officer
of the Corporation to whom the Board of Directors or such committee shall
have delegated such authority, and information concerning nominees, shall
be given in the manner provided in the By-laws.



     3. Newly Created Directorships and Vacancies. Newly created
directorships resulting from any increase in the authorized number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other
cause shall be filled by a majority vote of the directors then in office,
and directors so chosen shall hold office for a term expiring at the next Annual
Meeting of Stockholders at which the term of the class to which they have
been elected expires.



     4. Removal. Any director or directors may be removed from office at
any time, but only for cause and only by the affirmative vote of (i) the
holders of at least 75% of the voting power of the then outstanding
shares of capital stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class, or (ii) a
majority of the Board of Directors.



     5. Special Meetings of Stockholders. Special meetings of
stockholders of the Corporation may be called only in the manner
provided in the By-laws.



     6. Action
of Stockholders. Any action required or permitted to be
taken by the holders of Common Stock of the Corporation must be effected at
a duly called annual or special meeting of such holders and may not be
effected by any consent in writing by such holders. Whenever the vote of
holders of shares of any class or series other than Common Stock at a
meeting thereof is required or permitted to be taken for or in connection
with any corporate action by any provision of the General Corporation Law
of the State of Delaware, or of this Restated Certificate of Incorporation
or of the By-laws authorized or permitted by said law, the meeting and vote
of such holders may be dispensed with if such action is taken with the written
consent of such holders having a majority of the total number of votes
which might have been cast for or in connection with the proposed corporate
action if a meeting were held; provided that in no case shall the written
consent by such holders be by holders having less than the minimum
percentage of the vote required by statute for such action, and provided
that prompt notice is given to all such holders of the taking of corporate
action without a meeting and by less than unanimous written consent.



     7. Amendment, Repeal, Etc. Notwithstanding any other provisions of
this Restated Certificate of Incorporation or the By-laws of the
Corporation (and notwithstanding the fact that a lesser percentage may
be specified by law, this Restated Certificate of Incorporation or the
By-laws of the Corporation), the affirmative vote of the holders of 75%
or more of the voting power of the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend
or repeal, or adopt any provision inconsistent with, Article FIFTH
hereof of Parts 1 through 7 of this Article SIXTH.



     SEVENTH: The Corporation shall indemnify, to the full extent that
it shall have power under applicable law to do so and in a manner
permitted by such law, any person made or threatened to be made a
party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he or she



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is or was a director or officer of the Corporation against liabilities and
expenses reasonably incurred or paid by such person in connection with such
action, suit or proceeding and shall advance to such person expenses incurred
with respect to defending any such action, suit or proceeding. The Corporation
may indemnify, to the full extent that it shall have power under applicable law
to do so and in a manner permitted by such law, any person made or threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was an employee or agent of the
Corporation, or is
or was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against liabilities and expenses reasonably incurred or paid by such
person in connection with such action, suit or proceeding, and may advance to
such person expenses incurred with respect to defending any such
action, suit or
proceeding. The words “liabilities” and “expenses” shall include, without
limitation: liabilities, losses, damages, judgments, fines, penalties, amounts
paid in settlement, expenses, attorneys’ fees and costs. The indemnification and
advancement of expenses provided by or granted pursuant to this Article SEVENTH
shall not be deemed exclusive of any other rights to which any person
indemnified or being advanced expenses may be entitled under any
statute,
By-Law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office, and shall continue as to a
person who has ceased to be such director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such
person.



     The Corporation may purchase and maintain insurance on behalf of any
person referred to in the preceding paragraph against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would have
the power to indemnify him or her against such liability under the provisions
of this Article SEVENTH or otherwise.



     For
purposes of this Article SEVENTH, references to “the Corporation”
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint ventures, trust or other
enterprise, shall stand in the same position under the provisions of this
Article SEVENTH with respect to the resulting or surviving corporation as he
or she would have with respect to such constituent corporation if its separate
existence had continued.



     The
provisions of this Article SEVENTH shall be deemed to be a contract
between the Corporation and each director or officer who serves in any such
capacity at any time while this Article SEVENTH and the relevant
provisions of
the Delaware General Corporation Law or other applicable law, if any, are in
effect, and any repeal or modification of such law or of this Article SEVENTH
shall not affect any right or obligations then existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based in whole or
in part upon any such state of facts.



     For purposes of this Article SEVENTH, references to “other enterprises”
shall include employee benefit plans; references to “fines” shall include any
excise taxes assessed on a person with respect to an employee benefit plan;
and references to “serving at the request of the Corporation” shall include
any service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interests of the Corporation.



     EIGHTH:
The Board of Directors of the Corporation, when evaluating any
offer of another person to (a) make a tender or exchange offer for any equity
security of the Corporation, (b) merge or consolidate the Corporation with
another corporation, or (c) purchase or otherwise acquire all or substantially
all of the properties and assets of the Corporation, may in connection with
the exercise of its judgment in determining what is in the best
interests of
the Corporation and its stockholders, give due consideration to all relevant
factors, including without limitation the social and economic effects on the
employees, customers, suppliers and other constituencies of the Corporation
and its subsidiaries and on the communities in which the Corporation and its
subsidiaries operate or are located.



     NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.



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     TENTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (A) for any breach of the director’s
duty of loyalty to the Corporation or its stockholders; (B) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (C) under Section 174 of the Delaware General
Corporation Law; or (D) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is
hereafter amended to authorize corporate action further eliminating or
limiting personal liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent permitted
by such Law, as so amended. Any repeal or modification of this Article TENTH
by the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.



     IN
WITNESS WHEREOF, Tellabs, Inc. has caused this Restated Certificate of Incorporation to be signed by its President and attested by its Secretary this
24th the day of June, 1992.


	 	 	 	 	 
	 	TELLABS, INC.

 	 
	 	By:  	/s/ Michael J. Birck
 	 
	 	 	Michael J. Birck, President 	 
	 	 	 	 
	 




	 
	ATTEST:

	 

	/s/ Peter A. Guglielmi


Peter A. Guglielmi, Secretary









 










 







CERTIFICATE OF CORRECTION




OF




TELLABS, INC.




     It is hereby certified that:



     1. The name of the corporation (hereinafter called the
“corporation”) is Tellabs, Inc.



     2. The Restated Certificate of Incorporation of the corporation,
which was filed by the Secretary of State of Delaware on June 24,
1992, is hereby corrected.



     3. The inaccuracy to be corrected in said instrument is as
follows:




      FOURTH: Authorized Capital Stock




      1. Authorized Capital Stock. The aggregate number
of shares of stock which the Corporation has authority to
issue is 35,000,000 shares, of which 30,000,000 shall be
shares of common stock, $ .01 par value per share (hereinafter
“Common Stock”), and of which 5,000,000 shares
shall be shares of preferred stock, $ 0.1 par value per share
(hereinafter “Preferred Stock”).



4. The portion of the instrument in corrected form is as
follows:




      FOURTH: Authorized Capital Stock




      1. Authorized Capital Stock. The aggregate number
of shares of stock which the Corporation has authority to
issue is 35,000,000 shares, of which 30,000,000 shall be
shares of common stock, $ .01 par value per share
(hereinafter “Common Stock”), and of which 5,000,000 shares
shall be shares of preferred stock, $ .01 par value per share
(hereinafter “Preferred Stock”).



 









 





     IN WITNESS WHEREOF, the corporation has caused this Certificate of
Correction to be signed by J. Peter Johnson, its Vice President, and
attested to by Carol Coghlan Gavin, its Assistant Secretary, this 23rd
day of March, 1993.



	 	 	 	 	 
	 	 	TELLABS, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ J. Peter Johnson
	

	 	 	 	

	

	 	 	 	J. Peter Johnson,
	

	 	 	 	Vice President







	 	 	 
	ATTEST:
	 
	 	 
	By:

	 	/s/ Carol Coghlan Gavin
	

	 	

	

	 	Carol Coghlan Gavin,
	

	 	Assistant Secretary







 









 







CERTIFICATE OF AMENDMENT




OF




RESTATED CERTIFICATE OF INCORPORATION




OF




TELLABS, INC.




	 
	Adopted in accordance with the provisions
	of Section 242 of the General Corporation
	Law of the State of Delaware




     We,
Michael J. Birck, President and Carol Coghlan Gavin, Secretary of
Tellabs, Inc., a corporation existing under the laws of the State of
Delaware (
the “Corporation”), do hereby certify on behalf of the Corporation as follows:



     FIRST: That the name of the Corporation is Tellabs, Inc.



     SECOND:
That the Restated Certificate of Incorporation of the Corporation was filed by the
Secretary of State of Delaware on June 24, 1992, and a
Certificate of Correction thereto was filed by the Secretary of State
of Delaware on March 24, 1993.



     THIRD: That the Restated Certificate of Incorporation of said Corporation
has been amended as follows:




     The first paragraph of Article Fourth of the Restated Certificate of
Incorporation is amended to read as follows:




            1. Authorized Capital Stock. The
aggregate number of shares of stock which the Corporation has
authority to issue is 105,000,000 shares, of which
100,000,000 shall be shares of common stock, $.01 par
value per share (hereinafter “Common Stock”), and of
which 5,000,000 shares shall be shares of preferred
stock, $.01 par value par share (hereinafter “Preferred
Stock”).



     FOURTH: That the aforesaid amendment has been duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the
State of Delaware by the



 










 




affirmative vote of the holders of a majority of all outstanding stock
entitled to vote at the annual meeting of stockholders on April 21, 1994,
which meeting was called and held upon notice in accordance with Section
222 of said Law.




     IN WITNESS WHEREOF, we have signed this Certificate of Amendment
this 21st day of April, 1994.



	 	 	 	 	 
	 	 	TELLABS, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Michael J. Birck
	

	 	 	 	

	

	 	 	 	Michael J. Birck, President







	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 
	/s/

	 	Carol Coghlan Gavin	 	 
	
	 	 
	

	 	Carol Coghlan Gavin, Secretary	 	 








 









 






CERTIFICATE OF AMENDMENT 




TO RESTATED CERTIFICATE OF INCORPORATION




OF




TELLABS, INC.




Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware


We, Michael J. Birck,
President and Carol Coghlan Gavin, Secretary of
Tellabs, Inc., a corporation existing under the laws of the State of
Delaware (the “Corporation”), do hereby certify on behalf of the Corporation
as follows:




     FIRST: That the name of the Corporation is Tellabs, Inc.



     SECOND: That the Restated Certificate of Incorporation of the
Corporation was filed by the Secretary of State of Delaware on
June 24, 1992, a
Certificate of Correction thereto was filed by the Secretary of State of
Delaware on March 24, 1993, and a Certificate of Amendment thereto was filed by
the Secretary of State of Delaware on April 21, 1994.



     THIRD: That the Restated Certificate of Incorporation of said
Corporation has been amended as follows:



          The first paragraph of Article Fourth of the Restated Certificate
of Incorporation is amended to read as follows:





     1. Authorized Capital Stock. The aggregate number of
shares of stock which the Corporation has authority to issue is
205,000,000 shares, of which 200,000,000 shall be shares of common
stock, $.01 par value per share (hereinafter “Common Stock”), and of
which 5,000,000 shares shall be shares of preferred stock, $.01 par
value per share (hereinafter “Preferred Stock”).



 









 





     FOURTH: That the aforesaid amendment has been duly adopted
in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware by the affirmative vote of
the holders of a majority of all outstanding stock entitled to vote
at the annual meeting of stockholders on April 25, 1995, which
meeting was called and held upon notice in accordance with Section
222 of said Law.



     IN WITNESS WHEREOF, we have signed this Certificate of Amendment this
25th day of April, 1995.



	 	 	 	 	 	 	 
	 	 	TELLABS, INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Michael J. Birck	 	 
	

	 	 	 	
	 	 
	

	 	 	 	Michael J. Birck, President	 	 







	 	 	 
	Attest: 	 	 
	 	 	 
	/s/ Carol Coghlan Gavin	 	 
	
	 	 
	Carol Coghlan Gavin, Secretary	 	 







 









 







CERTIFICATE OF AMENDMENT




TO RESTATED CERTIFICATE OF INCORPORATION




OF




TELLABS, INC.




Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware


We, Michael J. Birck, President and Carol Coghlan Gavin, Secretary
of Tellabs, Inc., a corporation existing under the laws of the State
of Delaware (the “Corporation”), do hereby certify on behalf of the
Corporation as follows:




     
FIRST: That the name of the Corporation is Tellabs, Inc.



     
SECOND: That the Restated Certificate of Incorporation of the
Corporation was filed by the Secretary of State of Delaware on June
24, 1992, a Certificate of Correction thereto was filed by the Secretary
of State of Delaware on March 24, 1993, a Certificate of Amendment
thereto was filed by the Secretary of State of Delaware on April
21, 1994, and a Certificate of Amendment thereto was filed by the
Secretary of State of Delaware on May 3, 1995.



     THIRD: That the Restated Certificate of Incorporation of
said Corporation has been amended as follows:




          
The first paragraph of Article Fourth of the Restated Certificate of
Incorporation is amended to read as follows:




     
1. Authorized Capital Stock. The aggregate number of
shares of stock which the Corporation has authority to issue
is 505,000,000 shares of which 500,000,000 shall be shares
of common stock, $.01 par value per share (hereinafter
“Common Stock”), and of which 5,000,000



 









 






     shares shall be shares of preferred stock, $.01 par value
per share (hereinafter “Preferred Stock”).



     FOURTH: That the aforesaid amendment has been duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware by the affirmative vote of the holders of a majority of
all outstanding stock entitled to vote at the annual meeting of stockholders on
April 16, 1997, which meeting was called and held upon notice in accordance
with Section 222 of said Law.



     IN WITNESS WHEREOF, we have signed this Certificate of Amendment this 16th
day of April 1997.



	 	 	 	 	 	 	 
	 	 	TELLABS, INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Michael J. Birck	 	 
	

	 	 	 	
	 	 
	

	 	 	 	Michael J. Birck, President	 	 







	 	 	 
	Attest: 	 	 
	 	 	 
	/s/ Carol Coghlan Gavin	 	 
	
	 	 
	Carol Coghlan Gavin, Secretary	 	 







 









 






CERTIFICATE OF AMENDMENT




TO RESTATED CERTIFICATE OF INCORPORATION




OF




TELLABS, INC.




Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware


We, Michael J. Birck, President and Carol Coghlan Gavin, Secretary
of Tellabs, Inc., a corporation existing under the laws of the
State of Delaware (the “Corporation”), do hereby certify on behalf
of the Corporation as follows:




     FIRST: That the name of the Corporation is Tellabs,
Inc.



     SECOND: That the Restated Certificate of Incorporation of the
Corporation was filed by the Secretary of State of Delaware on
June 24, 1992, a Certificate of Correction thereto was filed by
the Secretary of State of Delaware on March 24, 1993, a Certificate
of Amendment thereto was filed by the Secretary of State of
Delaware on April 21, 1994, a Certificate of Amendment thereto was
filed by the Secretary of State of Delaware on May 3, 1995, and a
Certificate of Amendment thereto was filed by the Secretary of
State of Delaware on April 16, 1997.



     THIRD: That the Restated Certificate of Incorporation of
said Corporation has been amended as follows:


The first paragraph of Article Fourth of the Restated
Certificate of Incorporation is amended to read as follows:




          1. Authorized Capital Stock. The aggregate number of
shares of stock which the Corporation has authority to issue is
1,005,000,000 shares of which 1,000,000,000 shall be shares of
common stock, $.01 value per share (hereinafter “Common
Stock”),
and of which 5,000,000 shares shall be shares of preferred stock,
$.01 par value per share (hereinafter “Preferred Stock”).



 









 





     FOURTH: That the aforesaid amendment has been duly adopted in
accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware by the affirmative vote of the holders of a
majority of all outstanding stock entitled to vote at the annual meeting
of stockholders on April 19, 2000, which meeting was called and held upon
notice in accordance with Section 222 of said Law.



     IT WITNESS WHEREOF, we have signed this Certificate of
Amendment this 19th day of April, 2000.



	 	 	 	 	 	 	 
	 	 	TELLABS, INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Michael J. Birck	 	 
	

	 	 	 	
	 	 
	

	 	 	 	Michael J. Birck, President	 	 







	 	 	 
	Attest: 	 	 
	/s/ Carol Coghlan Gavin	 	 
	
	 	 
	Carol Coghlan Gavin, Secretary