Exhibit
  10.27

[Agere Systems
  letterhead]

October
  26, 2005

 

Ruediger
  Stroh

5373
  Canyon Hills Lane

San
  Jose, California 95138

 

Dear
  Rudi,

 

It
  gives me great pleasure to confirm your offer of employment with Agere Systems.
  The following outlines the key features of your offer:

 

Assignment

Your
  position as Executive Vice President & General Manager, Storage Division
  reports directly to Richard Clemmer, Chief Executive Officer. Your work location
  is San Jose, California.

 

Compensation
  

Base
  Salary 

Your
  starting base salary is $325,000. Through our annual Performance Management
  process at the end of the fiscal year, you will receive an annual performance
  assessment, which will review your objectives and recognize your accomplishments,
  as well as establish a development plan and goals for the new fiscal year.

Sign-on
  Bonus

As
  an added incentive for you to join Agere, you are being offered a sign-on bonus
  of $100,000 that will be paid as a lump sum in your first paycheck.
  Please understand that this is considered taxable income. Should you voluntarily
  resign, or be terminated for cause within two years from your start date, you
  agree by accepting this employment offer to promptly repay the full amount of
  all hiring bonus monies paid to you by Agere.

Short-Term
  Incentive Plan (STIP)

Agere's
  Short-Term Incentive Plan (STIP) is a pay-for-performance bonus plan that is
  based on company financial results and rewards individual performance in the
  form of an annual bonus payout. The STIP target for Officer level employees
  is 75% of your annual base salary. An employee's bonus will be determined
  by company, business unit, and individual performance, as assessed through our
  Year-End Performance Management process. The Plan is designed to pay out cash
  bonuses annually, after the close of the fiscal year, typically in December.
  The STIP award may be prorated for your time on active payroll, based upon your
  hire date, within the performance year.

Long-Term
  Incentive Plan (LTIP)

You
are eligible to participate in Agere's New Hire Stock Option Plan. Therefore,
we will ask the Stock Awards Committee to award you a stock option grant of
200,000 shares. This request will be made within sixty (60) days from
your start date, and the option price will be equal to 100% of the market price
on the first of the month following the start date. The term of the option will
be seven (7) years with vesting over a four (4) year period from the date of
the grant. In addition, you will receive 100,000 Performance Based Restricted
Stock Shares. 

Benefits

You
  are eligible for the benefit programs available to all U.S. employees. For many
  benefit plans, if you enroll on time, you and your dependents will be covered
  retroactively to your start date. Information about your benefits is available
  on “My Agere View” at http://www.myagereview.com.
  That’s where you will find the 2005 Benefits Summary, which describes
  most plan options and includes the following:

Medical

Agere
  offers three medical options that are designed to assist employees with varied
  medical and financial needs. All are described on pages 4 and 5 of the 2005
  Benefits Summary, which you find on My Agere View. You must enroll for medical
  benefits within 31 days of your start date. Coverage is retroactive to the start
  date. 











Dental,
  Vision and Flexible Spending Accounts

Agere
  offers dental and vision coverage to you and your eligible dependents. In addition,
  you may also put aside pre-tax dollars for reimbursement for any out-of-pocket
  medical or dependent-care costs throughout the year. For more information see
  the benefits summary. You must enroll for each of these plans within 31 days
  of your start date. 

401(k)
  Plan and Employee Stock Purchase Plan

Agere
  also offers a matching 401(k) Plan, and an Employee Stock Purchase Plan. You
  are immediately eligible to participate in both programs. More information on
  these plans is available through the benefits summary. You will also receive
  information on how to enroll during your first week at Agere.

Paid
  Time Off

You
  are annually allotted 25 vacation days, 4 personal days, 7 company holidays,
  and 3 floating holidays, granted at the start of our fiscal year. For your first
  year, allotments are prorated through October 1 and are based on the month in
  which you start.

The
  following programs are offered to Agere Executives only and are not described
  in the 2005 Benefits Summary:

Executive
  Life Insurance

Agere
  Systems provides you with $500,000 term insurance. Agere will pay the
  entire premium; therefore, you will be subject to imputed income annually. In
  addition, you may purchase supplemental insurance coverage up to five times
  your total annual pay. Agere also provides accidental loss insurance at one
  times your total annual pay. Additional coverage of up to five times your total
  annual pay is available at your own expense. Upon offer acceptance, you will
  receive two insurance beneficiary forms, which must be signed and returned as
  soon as possible.

Financial
  Counseling

You
  are eligible for a $10,000 annual allowance (grossed up for applicable
  taxes) to help cover the cost of your financial planning.  This amount
  will be paid annually in your May paycheck.

Car
  Allowance

You
  are eligible for a $1,400 monthly car allowance.

Executive
  Severance Benefits

Terms
  of this program are described in the attached document.

Employer
  At Will

Please
  be aware that this document is not an employment contract and should not be
  construed or interpreted as creating an implied or expressed guarantee of continued
  employment. This employment relationship with Agere Systems is by mutual consent.
  This means that employees have the right to terminate their employment at any
  time and for any reason. Likewise, Agere reserves the right to terminate
  your employment on the same basis.

Employment
  Verification

U.S.
  law requires all companies to verify their employees' authorization to work
  in the U.S. On your start date, you will need to bring appropriate documentation.
  See MyAgere View at http://www.myagereview.com

Visa
  and Immigration

Once
  you accept this offer of employment, a member of the Agere Visa and Immigration
  team will contact you for certain documentation and will file for visa approval/amendment
  upon your behalf. If you already hold a visa, Agere will file for an amendment
  to your visa and you may start working at Agere as soon as that application
  is received by the U.S. Immigration Services office. If you do not already hold
  a visa, you will not be able to start your employment with Agere until your
  visa application is approved.











Contingency
  of Offer

This
  offer of employment is contingent upon: 1) satisfactorily passing a drug test
  prior to employment 2) and signing the Employee Agreement Regarding Intellectual
  Property.

To
  conduct the drug test, please call FirstLab — (800) 732-3784 to schedule
  your drug test within 48 hours of signing and accepting this offer. Follow the
  instructions below. 

	          	 1.
	   	 Inform
        the receptionist that you are calling to schedule a drug test;

	 	 2.
	 	 You will be transferred
        to a FirstLab Representative who will request specific information such
        as first and last name, SSN, and city, state and zip code of preferred
        collection site.  The FirstLab Representative will identify a facility
        near your requested location. 



-
  Agere must receive all results before your first day of work.

Next
  Steps...

Once
  again, be sure to visit “My Agere View” at http://www.myagereview.com.
  In addition to benefits information, this site provides instructions for things
  you need to know right away, most forms you'll need to complete before you start
  work, information about Agere, and items to bring with you on your first day.
  

Acceptance

This
  offer is valid through November 2, 2005. Please acknowledge your
  written acceptance of this offer by signing and faxing it to 610-712-1445. 

Start
  Date

Upon
  your written acceptance, we will confirm a mutually agreeable start date, which
  is tentatively planned for November 21, 2005. 

In
  Summary

We
  are very excited about the contributions we believe you will make to Agere and
  look forward to helping you extend your professional career in a very exciting,
  visible and rewarding environment. Your interest in Agere Systems is genuinely
  appreciated, and we look forward to welcoming you to our team. If you have any
  questions, please do not hesitate to contact me at 610-712-5419.

Sincerely,

/s/
  Kevin Pennington

Kevin
  Pennington

EVP-Human
  Resources, Agere Systems

Acknowledged
  and Agreed to:

    

	/s/ Ruediger
      Stroh	 
	Ruediger Stroh	 
	 	 
	/s/ Nov.1, 2005	 
	Offer Acceptance
      Date	 
	 	 
	/s/ tentatively
      Nov, 21st	 
	Confirmed Start
      Date