EXHIBIT 10.33




EXHIBIT 10.33 




FIRST AMENDMENT 




TO THE 




TELLABS ADVANTAGE
PROGRAM 


 Effective  as set forth  below,  this  Amendment  is made on the 31st day of  October,  2003,  by  Tellabs
Operations, Inc. (the "Corporation"), a Delaware corporation;



        WHEREAS,
the Company executed the Tellabs Operations, Inc. Written Consent of Directors (the
“Consent”) dated October 31, 2003, in order to merge the Vivace Networks, Inc.
401(k) Retirement Plan (“Vivace Plan”) into the Tellabs Advantage Program
(“Tellabs Program”) effective as of November 1, 2003; 



        WHEREAS,
the Company executed the Special Amendment to the Vivace Networks, Inc. 401(k) Retirement
Plan dated October 31, 2003 to eliminate all optional forms of distribution of benefits
under the Vivace Plan by February 1, 2004; 



        WHEREAS,
the Company desires to amend the Tellabs Program to comply with Section 411(d)(6) of the
Code by allowing former Participants of the Vivace Plan to choose among the optional forms
of benefits currently available to them until January 31, 2004; and 



        WHEREAS,
the Company desires to amend the Tellabs Program pursuant to Article Eleven thereof. 



        NOW,
THEREFORE, the sections of the Tellabs Program set forth below are amended as follows,
with the changes indicated by double underline. All sections of the Tellabs Program shall
remain in full force and effect. 



     1.    
          Section 1.4 (Definitions) is hereby amended to add the following terms: 



        “Vivace
Accounts” means the Vivace Participant’s funds which were transferred from the
Vivace Plan to the Trust Fund as a result of the merger of the Vivace Plan into the Plan
effective November 1, 2003. 


"Vivace  Acquisition Date" means the date of the acquisition of Vivace Networks,  Inc. by Tellabs,  Inc., 



June 18, 2003. 



        “Vivace
Participant” means employees of Vivace Networks, Inc. or any subsidiary thereof who
were participants in the Vivace Plan on October 31, 2003 and whose Vivace Accounts
were subsequently transferred from the Vivace Plan to the Trust Fund as a result of the
merger of the Vivace Plan into the Plan effective November 1, 2003. 



        “Vivace
Plan” means the Vivace Networks, Inc. 401(k) Retirement Plan as in effect on the
Vivace Acquisition Date, and as amended from time to time thereafter up to and including
its merger into the Plan effective November 1, 2003. 




     2.    
          Section 1.4 (Definitions) the definition of “Eligible Employee”
          is hereby deleted and replaced with the following: 



        “Eligible
Employee” means any employee of the Employer but excluding any employee who is
(1) a Member of a Collective Bargaining Unit; (2) an individual providing
services to the Employer in the capacity of, or who is or was designated by the Employer
as, a Leased Employee, an independent contractor, intern or a Limited Term Employee; or
(3) are non-resident aliens who receive no earned income from the Employer which
constitutes income from services within the United States. Notwithstanding the foregoing,
any employee of Salix Technologies, Inc. or any subsidiary thereof who was eligible to
participate in the Salix Plan as of May 19, 2000 will be considered an Eligible Employee
as of May 19, 2000. Notwithstanding the foregoing, any individual employed by Coherent
Communications Systems Corporation or any subsidiary thereof as of the Coherent
Acquisition Date, or thereafter until December 31, 1998, shall not become an Eligible
Employee until January 1, 1999. Notwithstanding the foregoing, any individual
employed by Ocular Networks, Inc. or any subsidiary thereof who was eligible to
participate in the Ocular Plan as of the Ocular Acquisition Date shall not become an
Eligible Employee until April 1, 2002. Notwithstanding the foregoing, any individual
employed by Vivace Networks, Inc. or any subsidiary thereof who was eligible to
participate in the Vivace Plan as of the Vivace Acquisition Date shall not become an
Eligible Employee until November 1, 2003. 



     3.    
          Section 1.4 (Definitions) subsection (e) of the definition of
          “Service” is hereby deleted and replaced with the following: 



         (e)       
          Recognition of Services under Salix Plan, Coherent Plan, Ocular Plan and
          Vivace Plan. Solely with respect to former Salix Participants, Coherent
          Participants, Ocular Participants and Vivace Participants, each such
          Participant’s period of service shall include such period or periods of
          employment previously credited to that Participant under the Salix Plan,
          Coherent Plan, Ocular Plan or Vivace Plan, as applicable; provided,
          however, that in no event shall any service prior to January 6, 1975 be
          deemed Service hereunder. 



     4.    
          Section 2.1 (Eligibility Requirements) is hereby amended to add
          subsection (j) as follows: 



         (j)       
          Notwithstanding the foregoing provisions of this Section 2.1 (Eligibility
          Requirements) a Vivace Participant who is an Eligible Employee on November 1,
          2003 shall become a Participant as of that date. 



     5.    
          Section 5.1 (Participant’s Accounts), subsection (a) is
          hereby deleted and replaced with the following: 


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         (a)       
          For each Participant there shall be maintained as appropriate a separate
          Retirement Account, a separate Profit Sharing Account (which shall, if
          applicable, consist of separate pre-1993 and post-1992 sub-accounts as
          prescribed by the Administrative Committee), a separate Matching Account, a
          separate After-Tax Account (which shall, if applicable, consist of a separate
          pre-1987 After-Tax sub-account and a separate post-1986 After-Tax sub-account as
          prescribed by the Administrative Committee), a separate Before-Tax Account
          (which shall, if applicable, consist of separate basic and supplemental
          sub-accounts as prescribed by the Administrative Committee), and a separate
          Rollover Account. Effective April 1, 1999, for each Coherent Participant, there
          shall also be maintained as appropriate a separate Coherent Before-Tax Account
          (which shall consist of a balance of the Coherent Participant’s pre-tax
          contribution account under the Coherent Plan), a separate Coherent Employer
          Account (which shall consist of the balance of the Coherent Participant’s
          matching and profit sharing accounts under the Coherent Plan) and a separate
          Coherent Rollover Account. Effective May 19, 2000, for each Salix Participant,
          there shall also be maintained as appropriate a separate Salix Before-Tax
          Account (which shall consist of a balance of the Salix Participant’s
          pre-tax contribution account under the Salix Plan), a separate Salix Employer
          Account (which shall consist of the balance of the Salix Participant’s
          matching and profit sharing accounts under the Salix Plan) and a separate Salix
          Rollover Account. Effective June 28, 2002, for each Ocular Participant, there
          shall also be maintained as appropriate a separate Ocular Account (which shall
          consist of the balance of an Ocular Participant’s funds which were
          transferred from the Ocular Plan to the Trust Fund as a result of the merger of
          the Ocular Plan into the Plan). Effective November 1, 2003, for each Vivace
          Participant, there shall also be maintained as appropriate a separate Vivace
          Account (which shall consist of the balance of a Vivace Participant’s funds
          which were transferred from the Vivace Plan to the Trust Fund as a result of the
          merger of the Vivace Plan into the Plan). Effective July 1, 2003, for each
          Active Participant there shall also be established a Company Contribution
          Account. Each Account (including any sub-accounts) shall be credited with the
          amount of contributions, interest and earnings of the Trust Fund allocated to
          such Account and shall be charged with all distributions, withdrawals and losses
          of the Trust Fund allocated to such Account. 



     6.    
          Section 5.2 (Participant Accounts), subsection (c)(i) is hereby
          deleted and replaced with the following: 



         (i)       
          Subject to subsection (iii) below, the Investment Committee shall
          direct the Trustee to invest each Participant’s Accounts from time to time
          among the Funds as the Participant may elect. A Participant may elect to have a
          uniform percentage of his Company Contribution Account, Retirement Account,
          Profit Sharing Account, After-Tax Account, Matching Account, Before-Tax Account,
          Rollover Account, effective as of April 1, 1999, each of his Coherent
          Accounts (excluding the value of any loan credited to any such Account),
          effective as of May 19, 2000, each of his Salix Accounts (excluding the value of
          any loan credited to any such Account), effective as of June 28, 2002, his
          Ocular Account (excluding the value of any loan credited to such Account) and
          effective as of November 1, 2003, his Vivace Account (excluding the value of any
          loan credited to such Account) credited in increments of 1% to one or more
          of the Funds. All contributions to his Company Contribution Account, Retirement
          Account, Profit Sharing Account, After-Tax Account, Matching Account, Before-Tax
          Account, and Rollover Account shall be credited to such Funds in accord with
          such election. 



     7.    
          Section 5.2 (Participant Accounts), subsection (c)(ii) is hereby
          deleted and replaced with the following: 

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         (ii)       
          Subject to subsection (iii) and (vi) below and to any
          restriction on transfer which result from the investment medium chosen for a
          Fund, a Participant may elect to transfer in multiples of 1% a uniform
          percentage of his Company Contribution Account, Retirement Account, Profit
          Sharing Account, Matching Account, After-Tax Account, Before-Tax Account,
          Rollover Account, effective as of April 1, 1999, each of his Coherent
          Accounts (excluding the value of any loan credited to any such Account),
          effective as of May 19, 2000, each of his Salix Accounts (excluding the value of
          any loan credited to any such Account), effective as of June 28, 2002, his
          Ocular Account (excluding the value of any loan credited to any such Account)
          and effective as of November 1, 2003, his Vivace Account (excluding the value
          of any loan credited to any such Account) held in any Fund to one or more
          different Funds. Any such election shall not affect any prior election under
          subsection (i) above. Loans made pursuant to
          Section 7.11 (Loans) shall be treated as segregated investments from
          the Participant’s applicable Accounts, transferred to and from various
          Funds in accord with uniform rules established by the Administrative Committee. 



     8.    
          Section 6.1 (General Rule) subsection (a) is hereby deleted and
          replaced with the following: 



         (a)       
          an amount equal to the value of the Units credited to the Participant’s
          Profit Sharing Account attributable to pre-1993 contributions, Before-Tax
          Account, Matching Account, Company Contribution Account, After-Tax Account,
          Rollover Account, Coherent Before-Tax Account, Coherent Rollover Account, Salix
          Before-Tax Account, Salix Employer Account, Salix Rollover Account, Ocular
          Account and Vivace Account plus any of the Participant’s Before-Tax
          Contributions and After-Tax Contributions made to the Trust Fund but not
          included in the Participant’s Units as of such Valuation Date; and 



     9.    
          Section 7.1 (Commencement and Form of Distributions) subsection
          (d) is hereby amended by adding the following new paragraph (iv)
          immediately following the last paragraph in subsection (d): 



         (iv)       
          Notwithstanding the above provisions, all Tellabs Plan Participants who had been
          Vivace Participants immediately prior to the merger of such Vivace Plan into the
          Tellabs Plan on November 1, 2003 and their Beneficiaries shall be allowed to
          choose an alternate distribution option for their Vivace Account in accordance
          with the terms of the Vivace Plan until January 1, 2004. After close of business
          on December 31, 2003, all Vivace Participants will no longer be entitled to
          choose optional forms of distributions in accordance with the Vivace Plan and
          will be entitled to choose either a rollover or lump sum distribution as
          provided for in (i) above. 



     10.    
          Section 7.4 (Distributions to Beneficiaries) subsection (a) is
          hereby deleted and replaced with the following: 



         (a)       
          Except as otherwise provided in this Section 7.4, the balance of a
          deceased Participant’s Accounts other than the Retirement Account; prior to
          February 1, 2002, his Salix Accounts and Coherent Accounts; prior to September
          5, 2002 his Ocular Account; and prior to February 1, 2004 his Vivace
          Account which are distributable to a beneficiary shall be distributed in one
          or more of the forms described in subsection 7.1(d)(i) or
          7.1(d)(ii) above, in accordance with an effective designation filed by
          the Participant with the Administrative Committee or, if no such designation has
          been filed, in one of such forms as the beneficiaries shall request. 


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     11.    
          Section 7.10 (Distribution of Participant’s After-Tax Account, Rollover
          Account, Salix Rollover Account, Coherent Rollover Account and Ocular Account
          Prior to Termination of Employment.) the Section heading is hereby deleted and
          replaced with the following: 



        (Distribution
of Participant’s After-Tax Account, Rollover Account, Salix Rollover Account,
Coherent Rollover Account, Ocular Account and Vivace Account Prior to Termination
of Employment). 



     12.    
          Section 7.10 (Distribution of Participant’s After-Tax Account,
          Rollover Account, Salix Rollover Account, Coherent Rollover Account, Ocular
          Account and Vivace Account Prior to Termination of Employment)
          subsection (c) is hereby deleted and replaced with the following: 



         (c)       
          An amount not to exceed the balance in the Participant’s Rollover
          Contribution Account, Salix Rollover Account, Coherent Rollover Account, Ocular
          Account and Vivace Account provided that no such distribution shall
          reduce the Participant’s Accounts to an amount equal to the amount of any
          unpaid loan made pursuant to Section 7.11 (Loans). 



     13.    
          Section 7.10 (Distribution of Participant’s After-Tax Account,
          Rollover Account, Salix Rollover Account, Coherent Rollover Account, Ocular
          Account and Vivace Account Prior to Termination of Employment)
          subsection (h) is hereby deleted and replaced with the following: 



         (h)       
          Any distribution from a Participant’s Rollover Account, Salix Rollover
          Account, Coherent Rollover Account, Ocular Account and Vivace Account
          shall be deemed to be made first from the Rollover Account and then from the
          Salix Rollover Account, Coherent Rollover Account, Ocular Account or Vivace
          Account. 



     14.    
          Section 7.11 (Loans) subsection (a) is hereby deleted and replaced with
          the following: 



         (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, Ocular Account, Vivace Account
          and, prior to January 1, 2004, Matching Account. Participants shall not be
          allowed to obtain a loan from their Retirement Account, Company Contribution
          Account, Profit Sharing Account attributable to post-1992 Profit Sharing
          Contributions and, after December 31, 2003, Matching Account. 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. 



     15.    
          Section 7.11 (Loans) subsection (c) is hereby deleted and replaced with
          the following: 


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         (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 amount which the Participant would be entitled to receive from all his
          Accounts other than his Retirement Account and his Profit Sharing Account
          attributable to post-1992 Profit Sharing Contributions, if he had resigned from
          the service of the Employer and all Affiliates on the Valuation Date immediately
          preceding the date of such authorization; (2) the total amount of funds
          available in 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, Ocular Account, Vivace Account and, prior to
          January 1, 2004, Matching Account; or (3) $50,000 reduced by the greater of: 



     16.    
          Section 7.12 (Withdrawals Prior to Termination of Employment and After
          Age 59-1/2) is hereby deleted and replaced with the following: 



         (a)       
          A Participant who has attained age 59-1/2 may elect to withdraw amounts from his
          Before-Tax Account, After-Tax Account, Rollover Account, Matching Account, Salix
          Before-Tax Account, Salix Rollover Account, Coherent Before-Tax Account,
          Coherent Rollover Account, Ocular Account and Vivace Account as of the
          Valuation Date coinciding with or immediately preceding the date of such
          withdrawal; provided, however, that during a Plan Year not more than one
          withdrawal shall be made pursuant to this Section 7.12; provided,
          further, for Plan Years starting before December 31, 2001, that during a
          Plan Year, not more than an aggregate of two withdrawals shall be made by a
          Coherent Participant from his Coherent Accounts under this Section 7.12,
          Section 7.10 (Distribution of Participant’s After-Tax Account,
          Rollover Account, Salix Rollover Account, Coherent Rollover Account, Ocular
          Account and Vivace Account Prior to Termination of Employment) and
          Section 7.13 (Pre-59-1/2 Coherent Account Withdrawals; Hardship
          Withdrawals). 



         (b)       
          Withdrawals made pursuant to this Section 7.12 shall be charged against the
          Participant’s Accounts in the following order: 



         (i)       
          Pre-1987 After-Tax Account; 



         (ii)       
          Post-1986 After-Tax Account; 



         (iii)       
          Rollover Account, Ocular Account or Vivace Account; 



         (iv)       
          Matching Account; 



         (v)       
          Before-Tax Account; 



         (vi)       
          Salix Before-Tax Account or Coherent Before-Tax Account; 



         (vii)       
          Salix Rollover Account or Coherent Rollover Account. 



        and
made from the separate Funds in which such Accounts are invested pursuant to procedures
established by the Administrative Committee, subject to the limitations or restrictions
thereon imposed by the sponsor(s) of the respective Funds or by Section 5.2 (Common Fund). 


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     17.    
          Section 7.13 (Pre-59-1/2 Coherent Account Withdrawals; Hardship
          Withdrawals) subsection (a) is hereby deleted and replaced with the
          following: 



         (a)       
          Withdrawals Prior to Age 591⁄2. Effective for Plan Years starting on
          or after December 31, 2001, no withdrawals will be allowed for Participants
          prior to the age of 591⁄2, except as provided in subsection (b)
          below. For Plan Years prior to January 1, 2002, a Coherent Participant who
          has completed at least five (5) Years of Service may elect to withdraw all or a
          portion of his Coherent Employer Account and Coherent Rollover Account.
          Withdrawals made pursuant to this subsection 7.13(a) shall be
          charged against the Coherent Participant’s Coherent Accounts in the
          following order; provided, however, that during a Plan Year not more than two
          withdrawals from a Coherent Participant’s Coherent Accounts shall be made
          pursuant to this Section 7.13, Section 7.10
          (Distribution of Participant’s After-Tax Account, Rollover Account, Salix
          Rollover Account, Coherent Rollover Account, Ocular Account and Vivace
          Account Prior to Termination of Employment) and Section 7.12
          (Withdrawals Prior to Termination of Employment and After Age 59-1/2). 



     18.    
          Section 7.13 (Pre-59-1/2 Coherent Account Withdrawals; Hardship
          Withdrawals) subsection (b) is hereby deleted and replaced with the
          following: 



         (b)       
          Hardship. A Participant who has not attained age 591⁄2 may, upon the
          determination by the Administrative Committee that he has incurred a financial
          hardship, make a hardship withdrawal from his Before-Tax Contributions and
          Matching Contributions (together with any income allocated to his Before-Tax
          Account and Matching Account as of December 31, 1988), After-Tax Account,
          Rollover Account, Salix Before-Tax Account, Salix Rollover Account, Coherent
          Before-Tax Account, Coherent Rollover Account, Ocular Account and Vivace
          Account (but only to the extent of the pre-tax contributions made and
          pre-1989 earnings allocated thereto); provided, however, that after December 31,
          2003, Matching Contributions and funds in the Matching Account will not be
          available for hardship withdrawal. 



     19.    
          In all other respects, said Plan is ratified and approved. 



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


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      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.