EXHIBIT 10.34





EXHIBIT 10.34 




SECOND AMENDMENT 




TO THE 




TELLABS ADVANTAGE
PROGRAM 


 Effective  January 1, 2004, this Amendment is made on the thirty-first  day of December,  2003, by Tellabs
Operations, Inc. (the "Corporation"), a Delaware corporation;



        WHEREAS,
the Administrative Committee approved a change with regards to loan procedures to simplify
administration of the Tellabs Advantage Program (“Plan”), and pursuant to
Article Eleven and in connection with respect thereto; 



        NOW,
THEREFORE, the sections of the Plan set forth below are amended as follows, but all other
sections of the Plan shall remain in full force and effect. 



     1.    
          Section 7.11(a) is amended and restated as follows: 



               	(a) 	       

                     Upon the submission by the Participant of a written loan application form as
                    prescribed by the Administrative Committee, or any other process approved by the
                    Administrative Committee, a Participant shall be able to apply for a loan. The
                    funds for such loan may only come from a Participant’s After-Tax Account,
                    Before-Tax Account, Rollover Account, Coherent Before-Tax Account, Coherent
                    Employer Account, Coherent Rollover Account, Salix Before-Tax Account, Salix
                    Employer Account, Salix Rollover Account, Profit Sharing Account attributable to
                    pre-1992 Profit Sharing Contributions, and Ocular Account. Participants shall
                    not be allowed to obtain a loan from the Accounts comprised of Company
                    contributions, with the exception of the pre-1992 Profit Sharing Contributions.
                    If the Administrative Committee reasonably believes that the Participant either
                    does not intend to repay the loan or lacks proper financial ability to repay the
                    loan, it shall not grant such a loan. A Participant shall have no more than
                    three loans outstanding at any time. 


                    



     2.    
          Section 7.11(c) is amended and restated as follows: 



               	(c) 	       

                     The amount of any loan shall not be less than $1,000 unless, in the event that
                    a Participant demonstrates financial hardship, the Administrative Committee, in
                    its sole discretion, approves a loan in an amount less than $1,000. The maximum
                    amount of a Participant’s loan shall not exceed the lesser of: (1) 50%of
                    the Participant’s Before-Tax Account plus 100% of the funds available in a
                    Participant’s After-Tax Account, Rollover Account, Coherent Before-Tax
                    Account, Coherent Employer Account, Coherent Rollover Account, Salix Before-Tax
                    Account, Salix Employer Account, Salix Rollover Account, Profit Sharing Account
                    attributable to pre-1992 Profit Sharing Contributions, Ocular Account, and
                    Vivace Account; or (2) $50,000 reduced by the greater of: 


                    




     	(i) 	       

           the highest outstanding balance of loans to the Participant from the Trust Fund
          during the one-year period ending on the day before the date on which such loan
          is made or modified; or 


          



     	(ii) 	       
          the outstanding balance of loans to the Participant from the Trust Fund on the
          date on which such loan is made or modified. 


          



     _________________ 



     3.    
          In all other respects, the Plan shall remain in full force and effect. 



        If
there is a conflict between the terms as stated in the original Plan and the terms as
stated in this Amendment, the terms stated in this Amendment shall prevail. 




      TELLABS
OPERATIONS, INC. 


         By:




      Its:
Executive Vice President Enterprise Services 



        The
undersigned, James M. Sheehan, does hereby certify that he is the duly elected,
qualified and acting Secretary of Tellabs Operations, Inc. (the “Company”) and
further certifies that the person whose signature appears above is a duly elected,
qualified and acting officer of the Company with full power and authority to execute this
First Amendment to the Tellabs Advantage Program on behalf of the Company and to take such
other actions and execute such other documents as may be necessary to effectuate this
Amendment. 



     




      Secretary,
Tellabs Operations, Inc. 


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