EMPLOYMENT AGREEMENT

(President and Chief Executive Officer)

	THIS AGREEMENT, made and entered into as of August 17, 2000,by and between Richard C. Notebaert (the "Executive") and Tellabs, Inc., aDelaware corporation (the "Company");

WITNESSETH THAT:

	WHEREAS, the parties desire to enter into this Agreementpertaining to the employment of the Executive by the Company;

	NOW, THEREFORE, in consideration of the mutual covenants andagreements set forth below, it is hereby covenanted and agreed by the Executive and theCompany as follows:

1.	Employment.  Subject to the terms of this Agreement,the Company hereby agrees to employ the Executive as its President and Chief ExecutiveOfficer during the Agreement Term (as defined below), with the authority,responsibilities and duties customarily exercised by a person holding that position,with such additions or modifications thereto which are consistent with his authority,responsibilities and duties hereunder, as the Board of Directors of the Company(the "Board") may, from time to time, in its discretion and afterconsultation with the Executive, adopt.  The "Agreement Term" shall be theperiod beginning on September 18, 2000 (the "Effective Date") and endingon the third anniversary of the Effective Date, subject to earlier termination asprovided herein; provided, however, that the Agreement Term will be automaticallyextended by twelve months on the second anniversary of the Effective Date and on eachanniversary thereof, unless one party to this Agreement provides written notice ofnon-renewal to the other party at least 30 days prior to the date of such automaticextension.

2.	Performance of Duties.  The Executive agrees that duringhis employment with the Company, he shall devote his full business time, energies andtalents to serving as its President and Chief Executive Officer and that he shallperform his duties faithfully and efficiently subject to the directions of the Board.Notwithstanding the foregoing provisions of this Section  2, the Executivemay (i) serve as a director, trustee or officer or otherwise participate innot-for-profit educational, welfare, social, religious and civic organizations;(ii) after consultation with, and approval by, the Board, serve as a director ofany for-profit business which does not compete with the Company or any of itssubsidiaries or affiliates, and (iii) acquire passive investment interests in oneor more entities; provided, that such activities described in clauses (i), (ii) and(iii) are not prohibited under the Company's Integrity Policy and do not inhibit orinterfere with the performance of the Executive's duties under this Agreement.  TheCompany acknowledges that the Executive has entered into a services agreement with SBCCommunications, Inc. ("SBC") pursuant to which he may be obligated to provideconsulting services to SBC and its subsidiaries through April 8, 2002.  TheExecutive represents that any demands that would require him to devote time to SBCpursuant to such services agreement will not materially interfere with the performanceof his duties under this Agreement.

3.	Initial Stock Option Awards.  The Executive shall begranted options under the Company's 1998 Stock Option Plan, as amended, to acquire upto 900,000 shares of the Company's common stock ("Common Stock") inaccordance with the following:

	a.	On the Effective Date, the Executive shall be grantedoptions to acquire 500,000 shares of Common Stock.  Subject to the discretion of theCompensation Committee based on the Executive's performance, on the first anniversaryof the Effective Date the Executive shall be granted options to acquire 200,000 sharesof Common Stock, and on the second anniversary of the Effective Date, the Executiveshall be granted options to acquire an additional 200,000 shares of Common Stock;provided, such options may be granted on earlier date or dates as the CompensationCommittee may in its discretion determine.  The date of grant of the options shall bereferred to herein as the Award Date.  Each option shall have a ten-year term commencingon the applicable Award Date, subject to earlier termination as provided insubparagraph (e) below upon termination of employment.

	b.	The option price ("Option Price") with respectto each option shall be the closing price on the applicable Award Date for sales ofshares of Common Stock made and reported through the National Market System of theNational Association of Securities Dealers, Inc. or such national stock exchange onwhich Common Stock may then be listed and which constitutes the principal market forthe Common Stock, or, if no sales of Common Stock shall have been reported with respectto that date, on the next preceding date with respect to which sales were reported.Upon the exercise of any such options, the Option Price with respect thereto shall bepayable in cash or its equivalent (including, for this purpose, the proceeds from acashless exercise as permitted under the Federal Reserve Board's Regulation T), orby tendering (either actually or by attestation of ownership) shares of Common Stockpreviously acquired by the Executive in the open market or shares of Common Stock whichhave been held by the Executive for at least six months having an aggregate fair marketvalue (determined as provided in the preceding sentence based on the closing salesprice of shares of Common Stock) at the time of exercise equal to the total OptionPrice of the options.

	c.	In the event of any change in corporate capitalization,such as a stock split, or a corporate transaction, such as any merger, consolidation,separation, including a spin-off, or other distribution of stock or property of theCompany, any reorganization (whether or not such reorganization comes with thedefinition of such term in Section 368 of the Internal Revenue Code) or anypartial or complete liquidation of the Company, the number and class of shares subjectto options awarded or to be awarded in accordance with subparagraph (a) above, andthe Option Price for such options under subparagraph (b) above, shall be adjustedby the Compensation Committee of the Company's Board of Directors to prevent dilutionof the Executive's rights.

	d.	The options relating to the 500,000 shares of Common Stockgranted on the Effective Date in accordance with paragraph (a) above shall becomevested and exercisable at the rate of 25% per year on each anniversary of the AwardDate thereof.  Each of the options relating to 200,000 shares of Common Stock describedin paragraph (a) above shall become vested and exercisable at the rate of one-third peryear on each anniversary of the Award Date thereof.  To the extent not previouslyvested, all such options shall become fully vested and exercisable on the earlier of aChange in Control (as defined in subparagraph 6(e) below) or the Executive'stermination of employment by reason of death, Disability (as defined in subparagraph6(a) below) termination by the Company without Cause (as defined insubparagraph 6(b) below), or Constructive Discharge (as defined insubparagraph 6(d) below).  To the extent not previously vested, all such optionsshall be immediately forfeited in the event of a termination of the Executive'semployment for Cause or upon the Executive's resignation from the employ of theCompany other than pursuant to a Constructive Discharge.

	e.	In the event that the Executive resigns from the employ ofthe Company other than pursuant to a Constructive Discharge, or is terminated by theCompany for Cause, any option or unexercised portion thereof granted undersubparagraph (a) above may be exercised, to the extent such option would have beenexercisable by the Executive on the date on which the Executive ceased to be anemployee, within three months of such date, but in no event later than the date ofexpiration of the term of the option.  In the event of a termination of the Executive'semployment by the Company without Cause or by the Executive by reason of a ConstructiveDischarge, any such option shall be exercisable until the third anniversary of suchdate of termination, but in no event later than the expiration of the term of theoption.  In the event of termination of employment due to the death or Disability ofthe Executive while an employee of the Company or in the event of death within not morethan three months after the date on which the Executive ceases to be an employee, anysuch option or unexercised portion thereof maybe exercised, to the extent exercisableat the date on which the Executive ceased to be an employee, by the Executive or theExecutive's personal representatives, heirs or legatees at any time prior to one yearafter the date on which the Executive ceased to be an employee, but in no event laterthan the date of the expiration of the term of the option.

	f.	Options granted in accordance with subparagraph (a)above may be transferred by the Executive to the Executive's spouse, children orgrandchildren ("Immediate Family Members") or to a trust or trusts for theexclusive benefit of such Immediate Family Members or to a partnership in which suchImmediate Family Members are the only partners.

	g.	The Company shall take all steps necessary or desirableto register the shares subject to the foregoing options under an S-8 or otherappropriate form.

 

4.	Compensation.  Subject to the terms of this Agreement,during the Agreement Term, while the Executive is employed by the Company, the Companyshall compensate him for his services as follows:

	a.	Base Salary.  The Executive shall receive a BaseSalary of not less than $750,000 per annum payable in 26 bi-weekly installments.  TheExecutive's Base Salary shall be reviewed and may be increased, but not decreased,annually by the Board pursuant to its normal performance review policies for seniorexecutives, with the first such review occurring in 2001.

	b.	Annual Bonus.  For each calendar year, theExecutive shall be eligible to receive an Annual Bonus payment in accordance with theCompany's annual bonus plans as in effect from time to time.  The target level for eachAnnual Bonus shall not be less than 50% of the Executive's Base Salary for the year,provided that the Company achieves the applicable financial and strategic objectivesestablished for the year. Commencing with calendar year 2001, such objectives will beestablished by the Compensation Committee of the Board, in consultation with theExecutive and other senior officers.  The Executive shall be eligible to receive abonus for calendar year 2000, based on the Company's achievement of financial andstrategic goals established for the year 2000.  The amount of the bonus shall beprorated to reflect the Executive's partial year of service from the Effective Datethrough the end of the calendar year. 

	c.	Annual Equity Awards.  Commencing with 2003, theExecutive shall be entitled to annual stock option grants and, to the extentapplicable, other stock based compensation on a basis no less favorable than the awardsgranted to other senior executives of the Company.  Such awards shall be in addition tothe initial stock option awards under Section 3 above.

	d.	Employee Benefits, Fringe Benefits and Perquisites.The Executive shall be provided with employee benefits, fringe benefits and perquisiteson a basis no less favorable than such benefits and perquisites are provided by theCompany from time to time to the Company's other senior executives.

	e.	Expense Reimbursement.  The Company will reimbursethe Executive for all reasonable expenses incurred by him (i) in connection withthe negotiation and preparation of this Agreement, which reimbursement shall not exceed$25,000, and (ii) in the performance of his duties in accordance with theCompany's policies applicable to senior executives.

	f.	Change in Control Benefits.  Following theEffective Date, the Executive and the Company shall enter into a change of controlagreement substantially similar to those which the Company has entered into with itsother senior executives, it being understood that the Executive shall only receivewhatever incremental payments or  benefits are provided under such change of controlagreement and that there shall be no duplication of payments or benefits under thisAgreement and such change of control agreement.

	g.	Additional Payments.  If any payments or benefitsreceived or to be received by the Executive in connection with the Executive'semployment (whether pursuant to the terms of this Agreement or any other plan,arrangement or agreement with the Company, or any person affiliated with the Company)(the "Payments"), will be subject to the tax (the "Excise Tax")imposed by Section 4999 of the Internal Revenue Code of 1986, as amended(the "Code") (or any similar tax that may hereafter be imposed), the Companyshall pay at the time specified below, an additional amount (the "Gross-UpPayment") such that the net amount retained by the Executive, after deduction ofany Excise Tax on the Payments and any federal, state and local income or otherapplicable tax and Excise Tax upon the payment provided for by this paragraph, shall beequal to the Payments.  For purposes of determining the amount of the Gross-Up Payment,the Executive shall be deemed to pay federal income taxes at the Executive's highestmarginal rate of federal income taxation in the calendar year in which the Gross-UpPayment is to be made and state and local income taxes at the Executive's highestmarginal rate of taxation in the state and locality of the Executive's residence on thedate on which the Excise Tax is determined, net of the maximum reduction in federalincome taxes which could be obtained from deduction of such state and local taxes.  Thecomputations required by this paragraph shall be made by the independent publicaccountants then regularly retained by the Company, in consultation with tax counselselected by them and acceptable to the Executive.  The Company shall provide theExecutive with sufficient tax and compensation data to enable the Executive or his taxadvisor to verify such computations and shall reimburse the Executive for reasonablefees and expenses incurred with respect thereto.  In the event that the Excise Tax issubsequently determined to be less than the amount taken into account hereunder, theExecutive shall repay to the Company at the time that the amount of such reduction inExcise Tax is finally determined the portion of the Gross-Up Payment attributable tosuch reduction (plus the portion of the Gross-Up Payment attributable to the Excise Taxand federal and state and local income tax imposed on the Gross-Up Payment being repaidby the Executive) plus interest on the amount of such repayment from the date theGross-Up Payment was initially made to the date of repayment at the rate provided inSection 1274(b)(2)(B) of the Code (the "Applicable Rate").  In the event thatthe Excise Tax is determined by the Internal Revenue Service or by such independentpublic accountants to exceed the amount taken into account hereunder (including byreason of any payment the existence or amount of which cannot be determined at the timeof the Gross-Up Payment), the Company shall make an additional Gross-Up Payment inrespect of such excess (plus any interest, penalties, fines or additions to tax payablewith respect to such excess) at the time that the amount of such excess if finallydetermined. Any payment to be made under this paragraph shall be payable within five(5) days of the determination of the accountants that such a payment is requiredhereunder and, if applicable, within five (5) days of such determination that theExcise Tax is greater or less than initially calculated but, in no event, later thanthirty (30) days after the Executive's receipt of the Payments resulting in such ExciseTax.

5.	Indemnification.  The Company agrees that if theExecutive is made a party, or is threatened to be made a party, to any action, suit orproceeding, whether civil, criminal, administrative or investigative(a "Proceeding"), by reason of the fact that he is or was a director, officeror employee of the Company or is or was serving at the request of the Company as adirector, officer, member, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, including service with respect to employee benefitplans, whether or not the basis of such Proceeding is the Executive's alleged action inan official capacity while serving as a director, officer, member, employee or agent,the Executive shall be indemnified and held harmless by the Company to the fullestextent legally permitted or authorized by the Company's certificate of incorporation orbylaws or resolutions of the Company's Board of Directors or, if greater, by the lawsof the State of Delaware, against all cost, expense, liability and loss (including,without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or otherliabilities or penalties and amounts paid or to be paid in settlement) reasonablyincurred or suffered by the Executive in connection therewith, and such indemnificationshall continue as to the Executive even if he has ceased to be a director, member,employee or agent of the Company or other entity, with respect to acts or omissionswhich occurred prior to his cessation of employment with the Company, and shall inureto the benefit of the Executive's heirs, executors and administrators.  The Companyshall advance to the Executive all reasonable costs and expenses incurred by him inconnection with a Proceeding within 20 calendar days after receipt by the Company of awritten request for such advance.  Such request shall include an undertaking by theExecutive to repay the amount of such advance if it shall ultimately be determined thathe is not entitled to be indemnified against such costs and expenses.

6.	Termination of Employment.  Upon termination of theExecutive's employment for any reason, the Executive or, in the event of death, theExecutive's estate shall be entitled to the Executive's Base Salary prorated throughthe date of termination.  Any Annual Bonus awarded to the Executive for a prior awardperiod, but not yet paid to the Executive, and any employee benefits to which theExecutive is entitled by reason of his employment shall be paid to the Executive or hisestate at such time as is provided by the terms of the applicable Company plan orpolicy.  If the Executive's employment is terminated during the Agreement Term, theExecutive's right to additional payments and benefits under this Agreement for periodsafter his date of termination shall be determined in accordance with the followingprovisions of this Section 6.

	a.	Death or Disability.  If the Executive's employmentis terminated by reason of death or by reason of the Executive's Disability, theExecutive, or, in the event of his death, his estate, shall be entitled to a promptcash payment of a prorated Annual Bonus for the year in which such termination occurs,based on the target Annual Bonus for such year.  The Executive or the Company shall beentitled to terminate the Executive's employment because of the Executive's Disabilityduring the Agreement Term.  "Disability" means that the Executive is disabledwithin the meaning of the Company's long-term disability policy or, if there is no suchpolicy in effect, that (i) the Executive has been substantially unable, for 120business days within a period of 180 consecutive business days, to perform theExecutive's duties under this Agreement, as a result of physical or mental illness orinjury, and (ii) a physician selected by the Company or its insurers, and reasonablyacceptable to the Executive or the Executive's legal representative, has determinedthat the Executive is disabled.  A termination of the Executive's employment by theCompany for Disability shall be communicated to the Executive by written notice, andshall be effective on the 30th day after receipt of such notice by the Executive(the "Disability Effective Time"), unless the Executive returns to full-timeperformance of the Executive's duties before the Disability Effective Time.

	b.	Termination for Cause or Voluntary Resignation.If the Executive's employment is terminated by the Company for Cause or if theExecutive voluntarily resigns from the employ of the Company, other than pursuant to aConstructive Discharge, all payments and benefits to which the Executive wouldotherwise be entitled under this Agreement shall immediately cease, except as otherwisespecifically provided above in this Section 6 with respect to his prorated BaseSalary through the date of termination, his Annual Bonus, if any, awarded for a prioraward period but not yet paid and his previously earned employee benefits.  Forpurposes of this Agreement, the term "Cause" shall mean:

		i.	The Executive is convicted of a felony or any crimeinvolving moral turpitude; or

		ii.	A reasonable determination by a vote of directorscomprising two-thirds of the entire Board, after giving the Executive notice and anopportunity to be heard, that, (A) the Executive has willfully and continuously failedto perform substantially his duties as contemplated by Section 2 above (other than suchfailure resulting from incapacity due to physical or mental illness), after a writtendemand for corrected performance is delivered to the Executive by the Board whichspecifically identifies the manners in which the Board believes the Executive has notsubstantially performed his duties or (B) the Executive has engaged in gross neglect orgross misconduct, unless the Executive had a good faith belief that such conduct wasin, or not opposed to, the best interests of the Company.

	c.	Termination Without Cause.  If the Companyterminates the Executive without Cause, the Executive shall be entitled to a promptlump sum cash payment equal to the Base Salary and Annual Bonus to which he wouldotherwise would have been entitled if he had remained in the employ of the Companythrough the last day of the Term of this Agreement.  For purposes of the precedingsentence, the Annual Bonus component shall be based upon the target bonus for the yearof termination and shall include a prorated bonus for the partial year ending on thelast day of the Agreement Term.

	d.	Resignation for Constructive Discharge.  TheExecutive's voluntary resignation for  Constructive Discharge shall be treated for allpurposes of this Agreement as a termination by the Company without Cause. For purposesof this Agreement, "Constructive Discharge"" shall mean the occurrenceof any of the following circumstances:

		i.	A reduction by the Company in the Executive's BaseSalary or Annual Bonus target to an amount that is less than required under Section 4above;

		ii.	The removal of the Executive from the position ofPresident and Chief Executive Officer or the failure of the Executive to be nominatedor reelected to the Company's Board of Directors;

		iii.	Any action by the Company which results insignificant diminution in the Executive's authority, power, responsibilities or dutiesfrom those contemplated by Sections 1 and 2 above, or the assignment to the Executivewithout his written consent of any duties inconsistent with the Executive's positionand status as President and Chief Executive Officer of the Company as contemplated bySections 1 and 2 above, which action or assignment continues after written noticethereof and a reasonable opportunity to cure of not less than fifteen (15) days hasbeen given by the Executive to the Company; or

		iv.	Any other breach by the Company of any of itsmaterial obligations to the Executive under this Agreement, which breach continuesafter written notice thereof and a reasonable opportunity to cure of not less thanthirty (30) days has been given by the Executive to the Company.

	e.	Change in Control.  The term "Change inControl" of the Company means the first to occur of:

		i.	Any "person" (as defined in Section 13(d)and 14(d) of the Securities Exchange Act of 1934, as amended (the "ExchangeAct")), excluding for this purpose, the Company or any subsidiary of the Company,or any employee benefit plan of the Company or any subsidiary of the Company, or anyperson or entity organized, appointed or established by the Company for or pursuant tothe terms of any such plan which acquires beneficial ownership of voting securities ofthe Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3under the Exchange Act), directly or indirectly of securities of the Companyrepresenting 20% or more of the combined voting power of the Company's then outstandingsecurities; provided, however, that no Change in Control will be deemed to haveoccurred as a result of a change in ownership percentage resulting solely from anacquisition of securities by the Company; and provided further that no Change inControl will be deemed to have occurred if a person inadvertently acquires an ownershipinterest of 20% or more but then promptly reduces that ownership interest below20%;

		ii.	During any two consecutive years (not including anyperiod beginning prior to June 30, 2000), individuals who at the beginning of suchtwo-year period constitute the Board and any new director (except for a directordesignated by a person who has entered into an agreement with the Company to effect atransaction described elsewhere in this definition of Change in Control) whose electionby the Board or nomination for election by the Company's stockholders was approved by avote of at least two-thirds of the directors then still in office who either weredirectors at the beginning of the period or whose election or nomination for electionwas previously so approved (such individuals and any such new director, the"Incumbent Board") cease for any reason to constitute at least a majority ofthe Board;

		iii.	Consummation of a reorganization, merger orconsolidation or sale or other disposition of all or substantially all of the assets ofthe Company (a "Business Combination"), in each case, unless, following suchBusiness Combination, (i) all or substantially all of the individuals and entitieswho were the beneficial owners of outstanding voting securities of the Companyimmediately prior to such Business Combination beneficially own, directly or indirectly,more than 50% of the combined voting power of the then outstanding voting securitiesentitled to vote generally in the election of directors, as the case may be, of thecompany resulting from such Business Combination (including, without limitation, acompany which as a result of such transaction owns the Company or all or substantiallyall of the Company's assets either directly or through one or more subsidiaries) insubstantially the same proportions as their ownership, immediately prior to suchBusiness Combination of the outstanding voting securities of the Company; (ii) noperson (excluding any company resulting from such Business Combination or any employeebenefit plan (or related trust) of the Company or such company resulting from suchBusiness Combination) beneficially owns, directly or indirectly, 20% or more of,respectively, the then combined voting power of the then outstanding voting securitiesof such company except to the extent that such ownership existed prior to the BusinessCombination; and (iii) at least a majority of the members of the board ofdirectors of the company resulting from such Business Combination were members of theIncumbent Board at the time of the execution of the initial agreement, or of the actionof the Board, providing for such Business Combination;

		iv.	Approval by the stockholders of the Company of acomplete liquidation or dissolution of the Company; or

		v.	A tender offer (for which a filing has been made withthe Securities and Exchange Commission "SEC") which purports to comply withthe requirements of Section 14(d) of the Securities Exchange Act of 1934 and thecorresponding SEC rules) is made for the stock of the Company, then the first to occurof:

			(A)	Any time during the offer when the person makingthe offer owns or has accepted for payment stock of the Company with 25% or more of thetotal voting power of the Company's securities, or

			(B)	Three business days before the offer is toterminate unless the offer is withdrawn first if the person making the offer could own,by the terms of the offer plus any shares owned by this person, stock with 50% or moreof total voting power of the Company's securities when the offer terminates.

7.	No Mitigation; No Offset.  In the event of anytermination of employment, the Executive shall be under no obligation to seek otheremployment and there shall be no offset against amounts due the Executive under thisAgreement on account of any remuneration attributable to any subsequent employment thathe may obtain.

8.	Confidential Information.  The Executive agrees that,during his employment by the Company and at all times thereafter, he shall hold in afiduciary capacity for the benefit of the Company all secret or confidential information,knowledge or data relating to the Company or any of its subsidiaries or affiliates, andtheir respective businesses, which shall have been obtained by the Executive during theExecutive's employment by the Company or during his consultation with the Company afterhis termination of employment, and which shall not be or become public knowledge (otherthan by acts by the Executive or representatives of the Executive in violation of thisAgreement).  Except in the good faith performance of his duties for the Company, theExecutive shall not, without the prior written consent of the Company or as mayotherwise be required by law or legal process, communicate or divulge any suchinformation, knowledge or data to anyone other than the Company and those designated byit.

9.	Protective Covenants.  For a period of two yearsfollowing the termination of Executive's employment for any reason, the Executive shallnot, without the written consent of the Board, directly or indirectly, 

	a.	engage or be interested in (as owner, partner, stockholder,employee, director, officer, agent, consultant or otherwise), with or withoutcompensation, any business which is in direct competition with the Company or of any ofits subsidiaries in providing data, voice or video transport, switching/routing,network access system and/or voice quality enhancement solutions to service providersor end users;

	b.	hire any person who was employed by the Company or any ofits subsidiaries or affiliates (other than persons employed in a clerical or othernon-professional position) within the six-month period preceding the date of suchhiring; or

	c.	solicit, entice, persuade or induce any person or entitydoing business with the Company and its subsidiaries or affiliates, to terminate suchrelationship or to refrain from extending or renewing the same.  

Nothing in subparagraph (a) above, will prohibit the Executive fromacquiring or holding not more than one percent of any class of publicly tradedsecurities of any such business; provided that such securities entitle the Executive tono more than one percent of the total outstanding votes entitled to be cast by securityholders of such business in matters on which such security holders are entitled tovote.

10.	Remedies.  The Executive agrees that the restrictionsset forth in Sections 8 and 9 hereof are reasonably and necessary to protect the legalinterests of the Company.  The Executive further agrees that the Company shall beentitled to injunctive relief in the event of any actual or threatened breach of suchrestrictions.

11.	Assignability, Binding Nature.  This Agreement shallbe binding upon and inure to the benefit of the Parties and their respective successors,heirs (in the case of the Executive) and assigns.  No rights or obligations of theCompany under this Agreement may be assigned or transferred by the Company except thatsuch rights or obligations may be assigned or transferred pursuant to a merger orconsolidation in which the Company is not the continuing entity, or the sale orliquidation of all or substantially all of the assets of the Company, provided that theassignee or transferee is the successor to all or substantially all of the assets ofthe Company and such assignee or transferee assumes the liabilities, obligations andduties of the Company, as contained in this Agreement, either contractually or as amatter of law. The Company further agrees that, in the event of a sale of assets orliquidation as described in the preceding sentence, it shall take whatever action itlegally can in order to cause such assignee or transferee to expressly assume theliabilities, obligations and duties of the Company hereunder.  No rights or obligationsof the Executive under this Agreement may be assigned or transferred by the Executiveother than his rights to compensation and benefits, which may be transferred only bywill or operation of law.

12.	Amendment.  This Agreement may be amended or canceledonly by mutual agreement of the parties in writing without the consent of any otherperson.  So long as the Executive lives, no person, other than the parties hereto,shall have any rights under or interest in this Agreement or the subject matter hereofexcept that in the event of the Executive's Disability so as to render him incapable ofsuch action, his legal representative may be substituted for purposes of such amendment.

13.	Applicable Law.  The provisions of this Agreementshall be construed in accordance with the internal laws of the State of Illinois,without regard to the conflict of law provisions of any state.

14.	Severability.  The invalidity or unenforceability ofany provision of this Agreement will not affect the validity or enforceability of anyother provision of this Agreement, and this Agreement will be construed as if suchinvalid or unenforceable provision were omitted (but only to the extent that suchprovision cannot be appropriately reformed or modified).

15.	Waiver of Breach.  No waiver by any party hereto of abreach of any provision of this Agreement by any other party, or of compliance with anycondition or provision of this Agreement to be performed by such other party, willoperate or be construed as a waiver of any subsequent breach by such other party of anysimilar or dissimilar provisions and conditions at the same or any prior or subsequenttime.  The failure of any party hereto to take any action by reason of such breach willnot deprive such party of the right to take action at any time while such breachcontinues.

16.	Notices.  Notices and all other communicationsprovided for in this Agreement shall be in writing and shall be delivered personallyor sent by registered or certified mail, return receipt requested, postage prepaid, orprepaid overnight courier to the parties at the addresses set forth below (or such otheraddresses as shall be specified by the parties by like notice):

		to the Company:

	Tellabs, Inc.

			4951 Indiana Avenue

			Lisle, Illinois 60532-1698

			Attn:  Chairman of the Board

		or to the Executive:

		

			Richard C. Notebaert

			2355 North Commonwealth

			Chicago, Illinois 60614

		with a copy to:

		Mayer, Brown & Platt

			190 South LaSalle Street

			Chicago, Illinois 60603-3441

			Attn:  Herbert W. Krueger

Each party, by written notice furnished to the other party, maymodify the applicable delivery address, except that notice of change of address shallbe effective only upon receipt.  Such notices, demands, claims and other communicationsshall be deemed given in the case of delivery by overnight service with guaranteed nextday delivery, the next day or the day designated for delivery; or in the case ofcertified or registered U.S. mail, five days after deposit in the U.S. mail; provided,however, that in no event shall any such communications be deemed to be given laterthan the date they are actually received.

17.	Arbitration of Disputes and Reimbursement of LegalCosts.  Any controversy or claim arising out of or relating to this Agreement (orthe breach thereof) shall be settled by final, binding and non-appealable arbitrationin Chicago, Illinois by three arbitrators.  Subject to the following provisions, thearbitration shall be conducted in accordance with the rules of the American ArbitrationAssociation (the "Association") then in effect.  One of the arbitrators shallbe appointed by the Company, one shall be appointed by the Executive, and the thirdshall be appointed by the first two arbitrators.  If the first two arbitrators cannotagree on the third arbitrator within 30 days of the appointment of the secondarbitrator, then the third arbitrator shall be appointed by the Association and shallbe experienced in the resolution of disputes under employment agreements for CEOs ofmajor corporations.  Any award entered by the arbitrators shall be final, binding andnonappealable and judgment may be entered thereon by either party in accordance withapplicable law in any court of competent jurisdiction.  This arbitration provisionshall be specifically enforceable.  The arbitrators shall have no authority to modifyany provision of this Agreement or to award a remedy for a dispute involving thisAgreement other than a benefit specifically provided under or by virtue of theAgreement.  If the Executive prevails on any material issue which is the subject ofsuch arbitration or lawsuit, the Company shall be responsible for all of the fees ofthe American Arbitration Association and the arbitrators and any expenses relating tothe conduct of the arbitration (including the Company's and the Executive's reasonableattorneys' fees and expenses).  Otherwise, each party shall be responsible for its ownexpenses relating to the conduct of the arbitration (including reasonable attorneys'fees and expenses) and shall share the fees of the American Arbitration Associationequally.

18.	Survivorship.  Upon the expiration or other terminationof this Agreement, the respective rights and obligations of the parties hereto shallsurvive such expiration or other termination to the extent necessary to carry out theintentions of the parties under this Agreement.

19.	Entire Agreement.  Except as otherwise noted herein,this Agreement constitutes the entire agreement between the parties concerning thesubject matter hereof and supersedes all prior and contemporaneous agreements, if any,between the parties relating to the subject matter hereof.

20.	Counterparts.  This Agreement may be executed inseparate counterparts, each of which is deemed to be an original and all of which takentogether constitute one and the same agreement.

 

 

	IN WITNESS THEREOF, the Executive has hereunto set his hand, and the Companyhas

caused this Agreement to be executed in its name and on its behalf,and its corporate seal to be hereunto affixed, all as of the day and year first abovewritten.

						EXECUTIVE:

	

						RICHARD C. NOTEBAERT

												
					

						COMPANY:

						TELLABS, INC., a Delaware corporation
						By:  /s Michael J. Birck
						Its:   Chairman of the Board                            
 

ATTEST:

						

Secretary