****AMENDMENT TO THE TELLABS, INC.**
**1989 STOCK OPTION PLAN**
**(As Amended and Restated EffectiveJune 26, 1992)**

**WHEREAS,** Tellabs, Inc. (the "Corporation")has heretofore established the Tellabs, Inc. 1989 Stock Option Plan (the"Plan") for the benefit of participating officers and other key employeesof the Corporation and its subsidiaries;
**WHEREAS,**the Corporation deems itdesirable to make certain amendments to the Plan relating to the vestingof options and stock appreciation rights ("SARs") and/or the post-employmentexercise period in the event of the death, disability, or retirement ofan option or SAR holder, or a change in control of the Corporation;
**WHEREAS,** the Compensation Committeeof the Corporation has considered the recommendations and recommended thatthe Board of Directors of the Corporation approve this Amendment to thePlan; and
**WHEREAS,** the Board of Directorsof the Corporation has approved this Amendment to the Plan.
**NOW, THEREFORE, BE IT RESOLVED,**that the Plan is hereby amended, effective June 30, 2000, as follows :-  Under Article 2 of the Plan, the followingdefinition of "Change in Control" shall be added:
 
(r) "Change in Control" means the firstto occur of:
(i) Any "person" (as defined in Section13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the"Exchange Act")), excluding for this purpose, the Corporation or any subsidiaryof the Corporation, or any employee benefit plan of the Corporation orany subsidiary of the Corporation, or any person or entity organized, appointedor established by the Corporation for or pursuant to the terms of any suchplan which acquires beneficial ownership of voting securities of the Corporation,is or becomes the "beneficial owner" (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of securities of the Corporationrepresenting 20% or more of the combined voting power of the Corporation'sthen outstanding securities; provided, however, that no Change in Controlwill be deemed to have occurred as a result of a change in ownership percentageresulting solely from an acquisition of securities by the Corporation;and provided further that no Change in Control will be deemed to have occurredif a person inadvertently acquires an ownership interest of 20% or morebut then promptly reduces that ownership interest below 20%;
(ii) During any two consecutive years (notincluding any period beginning prior to June 30, 2000), individuals whoat the beginning of such two-year period constitute the Board of Directorsof the Corporation and any new director (except for a director designatedby a person who has entered into an agreement with the Corporation to effecta transaction described elsewhere in this definition of Change in Control)whose election by the Board or nomination for election by the Corporation'sstockholders was approved by a vote of at least two-thirds of the directorsthen still in office who either were directors at the beginning of theperiod or whose election or nomination for election was previously so approved(such individuals and any such new director, the "Incumbent Board") ceasefor any reason to constitute at least a majority of the Board;
(iii) Consummation of a reorganization,merger or consolidation or sale or other disposition of all or substantiallyall of the assets of the Corporation (a "Business Combination"), in eachcase, unless, following such Business Combination, (A) all or substantiallyall of the individuals and entities who were the beneficial owners of outstandingvoting securities of the Corporation immediately prior to such BusinessCombination beneficially own, directly or indirectly, more than 50% ofthe combined voting power of the then outstanding voting securities entitledto vote generally in the election of directors, as the case may be, ofthe company resulting from such Business Combination (including, withoutlimitation, a company which as a result of such transaction owns the Corporationor all or substantially all of the Corporation's assets either directlyor through one or more subsidiaries) in substantially the same proportionsas their ownership, immediately prior to such Business Combination of theoutstanding voting securities of the Corporation; (B) no person (excludingany company resulting from such Business Combination or any employee benefitplan (or related trust) of the Corporation or such company resulting fromsuch Business Combination) beneficially owns, directly or indirectly, 20%or more of, respectively, the then combined voting power of the then outstandingvoting securities of such company except to the extent that such ownershipexisted prior to the Business Combination; and (C) at least a majorityof the members of the board of directors of the company resulting fromsuch Business Combination were members of the Incumbent Board at the timeof the execution of the initial agreement, or of the action of the Board,providing for such Business Combination; or
(iv) Approval by the stockholders of theCorporation of a complete liquidation or dissolution of the Corporation.Under Article 2 of the Plan, the followingdefinition of "Disability" shall be added:
 (u) "Disability" shall have the meaningascribed to such term in Section 22(e)(3) of the Code.Article 15 shall be amended in its entiretyto read as follows:
 15. Termination of Employment.
Except as set forth in Article 15A withrespect to the effect of a Change in Control or except as the Committeemay otherwise expressly provide in the Option or SAR Agreement, the followingrules shall apply upon termination of the Grantee's employment with theCorporation and all subsidiaries:
(a) Except as set forth in subsections(b), (c) and (d) below, in the event a Grantee ceases to be an employeeof the Corporation and its subsidiaries for any reason, any Option or SARor unexercised portion thereof granted under this Plan may be exercised,to the extent such Option or SAR would have exercisable by the Granteehereunder on the date on which the Grantee ceased to be an employee, withinthree months of such date (seven months in the event such termination occursafter the occurrence of a Change in Control), but in no event later thanthe date of expiration of the term of the Option or SAR.
(b) In the event of termination of employmentdue to the death the Grantee, each Option or SAR held by the Grantee shallbecome exercisable in full and may be exercised at any time prior to theexpiration date of the Option or SAR or within one year after the dateof the Grantee's death, whichever period is shorter.
(c) In the event of termination of employmentdue to the Disability of the Grantee, each Option or SAR held by the Granteemay, to the extent exercisable at the time of such termination, be exercisedat any time prior to the expiration date of the Option or SAR or withinthree years after the date of the Grantee's termination of employment,whichever period is shorter.
(d) In the event of termination of employmentdue to the retirement of the Grantee on or after attaining age 55, allor a portion of each Option or SAR held by the Grantee, to the extent notthen exercisable, shall become exercisable in accordance with the scheduleset forth below based upon one point for the Grantee's attained age andone point for each year of continuous service with the Corporation or itssubsidiaries as of the date of retirement (including for this purpose,continuous service with an entity prior to the date such entity was acquiredby the Corporation or an affiliate of the Corporation, but excluding anyservice prior to January 1, 1975),At least 70 but less than 80 points         50% of each unvested option or SAR shall vestAt least 80 but less than 90 points         75% of each unvested option or SAR shall vestAt least 90 points                                 100% of each unvested option or SAR shall vestand all Options held by the Grantee tothe extent then exercisable may be exercised at any time prior to the expirationdate of the Option or within three years after the date of the Grantee'sretirement, whichever period is shorter.
(e) Notwithstanding anything in this Planto the contrary, any Incentive Stock Option which is exercised after theexpiration of three months following the cessation of employment for anyreason other than Disability or death or one year after the date of terminationof employment due to Disability or death, shall be treated as a non-qualifiedstock option.The Plan shall hereby be amended by addinga new Article 15A to read:
 15A. Change in Control.
(a) Upon the occurrence of a Change inControl, any and all Options and SARs granted hereunder shall become immediatelyexercisable and remain exercisable until such Options and SARs expire orterminate under the provisions of this Plan.
(b) Upon the occurrence of a Change inControl not approved by the Incumbent Board, any and all Options and SARsgranted hereunder shall become immediately exercisable, and shall remainexercisable throughout their entire term without regard to terminationof employment subsequent to such Change in Control. Article 16 of the Plan shall be amended inits entirety to read as follows:
16. Effect of Change in Stock Subjectto Plan.
Except as provided below, the Board shallmake equitable adjustments in the number and class of shares of stock subjectto the Plan, and to the Option and SAR rights granted hereunder and theexercise prices of such Option and SAR rights, in the event of a stockdividend, stock split, reverse stock split, recapitalization, reorganization,merger, consolidation, acquisition, separation or other change in the capitalstructure of the Corporation.**IN WITNESS WHEREOF,** the foregoing amendmentsto the Tellabs, Inc. 1989 Stock Option Plan are hereby adopted as of the30th day of June, 2000, by the undersigned officer duly authorized by resolutionsadopted by the written consent of the Board of Directors dated June 30,2000.  
TELLABS, INC.  
By: /s Michael J. Birck
Name: Michael J. Birck
Its: President and Chief Executive Officer

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