OFFER OF EMPLOYMENT

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