NORTEL NETWORKS CORP
EXHIBIT 10.2
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<DESCRIPTION>EXHIBIT 10.2
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<P align="right"><FONT size="2"><B>Exhibit&nbsp;10.2</B>
</FONT>

<P align="center"><FONT size="2"><B><U>Nortel Networks Limited SUCCESS Incentive Plan</U></B>
</FONT>
<P align="left"><FONT size="2"><B>Section&nbsp;1: Introduction</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Nortel Networks Limited SUCCESS Incentive Plan (the &#147;SUCCESS Plan&#148;) is
a short-term, incentive bonus plan that provides the potential for &#147;Eligible
Employees&#148; (as defined below) to receive cash awards based on their
contributions to the success of the &#147;Company&#147;<SUP>1</SUP>, conditioned on the Company
meeting its objectives.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
SUCCESS Plan is intended to drive business performance and customer
and shareholder value by rewarding Eligible Employees for their contributions
to the Company&#146;s overall success. An Eligible Employee&#146;s contribution is
determined by two factors: (1)&nbsp;the impact of that employee&#146;s role on business
results and (2)&nbsp;that employee&#146;s achievement of individual performance
objectives during the employee&#146;s active service with the Company. The actual
award received by an Eligible Employee will reflect (1)&nbsp;an employee&#146;s job
scope, complexity, and responsibilities, and that employee&#146;s contribution and
achievement, during the Plan Period<SUP>2</SUP> and (2)&nbsp;the Company&#146;s performance as
indicated by the Nortel Networks Performance Factor (the &#147;Nortel Networks
Performance Factor&#148;).
</FONT>
<P align="left"><FONT size="2"><B>Section&nbsp;2: SUCCESS Plan Eligibility</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Generally,
Company employees who are in professional/managerial job
families<SUP>3</SUP> are eligible to participate in the SUCCESS Plan (&#147;Eligible
Employees&#148;), subject to the following:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Employees who participate in other incentive plans are
ineligible for the SUCCESS Plan during the full calendar month(s)
when they participate in the other incentive plan(s). &#147;Other
incentive plans&#148; include sales incentive</FONT></TD>
</TR>
</TABLE>
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<P align="left"><FONT size="2"><SUP>1</SUP>&nbsp;&nbsp;&nbsp;For purposes of the SUCCESS Plan, the &#147;Company&#148; is defined as Nortel
Networks Limited and its subsidiaries and affiliates and other entities, which
it controls directly or indirectly and which have been approved for
participation in the SUCCESS Plan by the person holding the position of senior
vice president responsible for human resources or the equivalent at the Company
(the &#147;Senior Vice-President, HR&#148;).
</FONT>
<P align="left"><FONT size="2"><SUP>2</SUP>&nbsp;&nbsp;&nbsp;Each calendar year consists of one Plan Period &#151; from January 1 through
December&nbsp;31. The Plan Period(s) for each calendar year may be changed by the
JLRC (as defined in Section&nbsp;2) and Board of Directors (as defined in Section&nbsp;2)
at any time.
</FONT>
<P align="left"><FONT size="2"><SUP>3</SUP>&nbsp;&nbsp;&nbsp;This includes the Customer Service, Research, Design and Development,
Operations, Information Technology, Sales &#038; Marketing, Corporate Services, and
Supply Management job families. It also includes all
managerial/professional/specialist job families in jobs at Job Complexity
Indicator (&#147;JCI&#148;) 1, 2, and 3 in the Europe, Middle East and Africa region,
unless non-legislated or contractual overtime has been agreed to by individual
or collective agreement. Employees in Administration, Technician, Installation
Field Technician and System House Operations job families (including jobs in
JCI 5 and 6) and employees eligible for legally required overtime premium
payments are ineligible for the SUCCESS Plan.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
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    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">compensation or any other incentive/bonus arrangements being offered
in lieu of the SUCCESS Plan. As set out below, employees who
participate in other incentive plans for a portion of the month and
the SUCCESS Plan for a portion of the month are eligible for the
SUCCESS Plan for that month;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Individuals determined by the Company to be students, co-op
students, interns, temporary, or non-payroll workers are ineligible
for the SUCCESS Plan;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Regular full-time and regular part-time employees who are
eligible for participation in Company health benefit plans based on
their regularly scheduled hours will be eligible for the SUCCESS
Plan;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Joint Leadership Resources Committee of the Boards of
Directors of Nortel Networks Corporation and Nortel Networks Limited
(&#147;JLRC&#148;) and the Board of Directors of Nortel Networks Limited (the
&#147;Board of Directors&#148;) may determine that certain Company employees
(including employees who are not eligible for the SUCCESS Plan) may
be eligible to receive an award from a Discretionary Bonus Pool
created pursuant to Section&nbsp;5 hereof;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(5)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Subject to applicable law, to be eligible for either a full
or pro-rated award for any given Plan Period: (a)&nbsp;an employee must
have been actively employed in an eligible role under the SUCCESS
Plan for at least six full calendar months in that Plan Period <SUP>4</SUP>(an
employee is not eligible for a payout for any period(s) of inactive
service in a Plan Period unless required by applicable law) and (b)
the employee must have been an active employee in an eligible role
or in a role that is eligible for another incentive award, such as
sales incentive compensation, on or before July&nbsp;1<SUP>5</SUP>. Except where
otherwise required by contract or applicable law, an employee who is
on &#147;notice&#148; of the termination of his/her employment will be
considered on inactive service for the purposes of the SUCCESS Plan,
unless that employee continues at the Company&#146;s express request to
perform work for the Company throughout the notice period;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(6)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Pro-rated awards, based on the number of months that an
employee is actively employed (as defined by sub section 2(5) above)
in a position that is eligible under the SUCCESS Plan, shall also be
made to employees who transfer into or out of positions covered by
other incentive programs (for example, sales incentive
compensation), or who are moved to a job that is ineligible for the
SUCCESS Plan. For any Plan Period when the employee is partially
eligible for the SUCCESS Plan, the employee&#146;s award will be based on
the number of</FONT></TD>
</TR>
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<P align="left"><FONT size="2"><SUP>4</SUP>&nbsp;&nbsp;&nbsp;The required period of active employment may be changed by the JLRC and
Board of Directors at any time.
</FONT>
<P align="left"><FONT size="2"><SUP>5</SUP>&nbsp;&nbsp;&nbsp;The dates on which an employee must be actively employed may be changed by
the JLRC and Board of Directors at any time.
</FONT>
<P align="center"><FONT size="2">2</FONT>
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    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">months the employee was eligible for the SUCCESS Plan divided by the
Plan Period. For the purposes of determining pro-rata awards, an
employee&#146;s participation in the SUCCESS Plan for part of a month will
be deemed to be the same as participation for a full month.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(7)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Employees who meet all of the SUCCESS Plan eligibility
requirements, but who leave employment with the Company between the
end of the Plan Period and the related payment date for the award,
other than for reasons determined by the Company to be related to
inappropriate actions, misconduct, dismissal for cause (where
applicable) or unsatisfactory performance, will be eligible for an
award for the applicable Plan Period;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(8)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">An employee&#146;s Management Team<SUP>6</SUP> has the right, in consultation
with the relevant Human Resources Business prime, to make limited
exceptions to the &#145;active employee&#146; service requirements outlined
above, where required by law or where circumstances clearly warrant
an exception. Exceptional circumstances might include approved
leaves where warranted by applicable law (e.g. maternity, paternity,
parental, military, family, or medical), disability, outsourcing,
divestiture, or death. In such situations, if the employee has
during his or her active service substantially achieved his/her
individual objectives, the employee&#146;s Management Team may grant
partial awards. If awards are paid in these circumstances, the
awards will be pro-rated to reflect the number of months of active
employment in an eligible position, and will be commensurate with
the employee&#146;s contribution and achievement. As required by
local/in-country law, eligible maternity and/or parental leave shall
be deemed to be active service for the purposes of the SUCCESS Plan.
Notwithstanding anything to the contrary, nothing in the SUCCESS
Plan shall preclude paying an employee an award under the SUCCESS
Plan for more than the number of months of active employment
pursuant to that individual employee&#146;s termination agreement, which
the Senior Vice-President, HR has approved; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(9)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Company affiliates and joint ventures may choose to offer the
SUCCESS Plan or a similar plan subject to the approval of the Senior
Vice-President, HR.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><B>Section&nbsp;3: Award Elements</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An Eligible Employee&#146;s cash award for a Plan Period under the SUCCESS Plan
will be based on the following formula:
</FONT>
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<P align="left"><FONT size="2"><SUP>6</SUP>&nbsp;&nbsp;&nbsp;The &#147;Management Team&#148; consists of the managers with whom the employee has a
direct or indirect reporting relationship as set out in the Organization
Structure Manager (&#147;OSM&#148;) or its equivalent as maintained by the Company from
time to time.
</FONT>
<P align="center"><FONT size="2">3</FONT>
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<P align="left"><FONT size="2">100%<SUP>7</SUP> of <U>Annual Base Salary</U> x <U>Award %</U> x <U>Nortel Networks Performance Factor</U>
</FONT>
<P align="left"><FONT size="2"><U>Annual Base Salary</U> means the yearly regular compensation paid to an Eligible
Employee, excluding any other compensation, such as, but not limited to,
bonuses, commissions, overtime, and relocation benefits. Regardless of any
raises or decreases an Eligible Employee may receive during the Plan Period,
the Annual Base Salary will be measured at a uniform time for all Eligible
Employees for the SUCCESS Plan on or about six weeks prior to the end of the
Plan Period.
</FONT>
<P align="left"><FONT size="2"><U>Award %</U> is the percentage of Annual Base Salary that is used to compute the
SUCCESS Plan award for each Eligible Employee. For JCI 1-6, the Award % ranges
from 0% to 40% of Annual Base Salary. For JCI 55, the Award % ranges from 0%
to 400% of Annual Base Salary. For each JCI, the Senior Vice-President, HR may
set a suggested narrower award range, intended to reflect a market trend to
give certain Eligible Employees with higher levels of responsibility a higher
incentive potential as a percentage of Annual Base Salary. Within the ranges
approved by the JLRC and the Board of Directors, an Eligible Employee&#146;s
Management Team will determine the recommended Award % for that employee for
each Plan Period based on the employee&#146;s job scope, complexity and
responsibilities and the employees&#146; contributions and achievements during the
Plan Period. An Eligible Employee&#146;s recommended Award % is subject to review
and approval by the Senior Management Team.<SUP>8</SUP>
</FONT>
<P align="left"><FONT size="2">The total SUCCESS Plan award for all Eligible Employees for a Plan Period
(reflecting the Nortel Networks Performance Factor) is recommended by the
Senior Management Team for approval by the JLRC and the Board of Directors
after the end of the Plan Period.
</FONT>
<P align="left"><FONT size="2"><U>Nortel Networks Performance Factor</U> is calculated based on the achievement by
the Company of key corporate objectives for the Plan Period. The objectives
are approved by the JLRC and the Board of Directors near the start of each Plan
Period. The Nortel Networks Performance Factor may be based on one or more
performance metrics, each with specific targets. The performance metrics may
have equal or different weightings. Performance metrics are the general
corporate goals for the Plan Period, such as profitability, market momentum, or
customer loyalty. Targets shall be based on objective and/or subjective
criteria established to measure, directly or indirectly, the performance
metrics. Weightings shall be the relative weight or percentage accorded in the
Nortel Networks Performance Factor for achieving each specific target. After
approval by the JLRC and the Board of Directors, the Company&#146;s objectives for
the Plan Period will be communicated to Eligible Employees early in each Plan
Period. The Nortel Networks Performance Factor is deemed to be 1.0
(achievement)&nbsp;throughout the Plan Period and is
</FONT>
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<P align="left"><FONT size="2"><SUP>7</SUP>&nbsp;&nbsp;&nbsp;The percentage of Annual Base Salary that is applied to the formula may be
changed by the JLRC and Board of Directors at any time.
</FONT>
<P align="left"><FONT size="2"><SUP>8</SUP>&nbsp;&nbsp;&nbsp;For purposes of the SUCCESS Plan only, the &#147;Senior Management Team&#148; shall
consist of the President and Chief Executive Officer, the Chief Financial
Officer and the Senior Vice-President, HR of Nortel Networks Limited.
</FONT>
<P align="center"><FONT size="2">4</FONT>
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<P align="left"><FONT size="2">then adjusted by the JLRC and the Board of Directors based on their
determination of corporate performance.
</FONT>
<P align="left"><FONT size="2"><B>Section&nbsp;4: SUCCESS Plan Awards</B>
</FONT>
<P align="left"><FONT size="2">Awards for each Plan Period are calculated based on 100%<SUP>9</SUP> of an Eligible
Employee&#146;s Annual Base Salary, the Eligible Employee&#146;s Award % (which reflects
the employee&#146;s job scope, complexity and responsibilities, and that employee&#146;s
contribution and achievement, during the Plan Period), and the Nortel Networks
Performance Factor (that is, the Company&#146;s business performance for the Plan
Period as determined by the JLRC and the Board of Directors). When warranted,
cash awards will be made in the first quarter following the close of the
applicable Plan Period.
</FONT>
<P align="left"><FONT size="2">Any award under the SUCCESS Plan to an Eligible Employee is subject to the
discretion of the Eligible Employee&#146;s Management Team and Senior Management
Team and the JLRC and the Board of Directors. That is, an Eligible Employee&#146;s
Management Team determines, in its discretion, the Award % for an Eligible
Employee subject to review and confirmation by the Senior Management Team.
Specifically, the Senior Management Team reserves the right, in its discretion,
to review and adjust an Award % assigned to an Eligible Employee by that
employee&#146;s Management Team to reflect its assessment of the employee&#146;s
contributions to the business, as well as to ensure that the final payouts, if
any, are within appropriate budgetary guidelines. The JLRC and the Board of
Directors determine, in their discretion, the achievement of the targets for
the performance metrics and the final calculation of the Nortel Networks
Performance Factor (which may include a determination of a Nortel Networks
Performance Factor of zero, even if certain of the performance metrics targets
are achieved, and/or an adjustment to the relative weighting of the performance
metrics.) During the Plan Period, the JLRC and the Board of Directors can
review performance measures, weightings, and targets to determine whether they
remain appropriate. The JLRC and the Board of Directors may, at their sole
discretion, adjust the business priorities, plan performance measures,
weightings, targets, and/or plan payouts, as they deem necessary during the
year, to reflect changes in business conditions or other circumstances.
</FONT>
<P align="left"><FONT size="2">Any SUCCESS Plan award will be made by an Eligible Employee&#146;s statutory
employer and will be paid in the same currency as the Eligible Employee&#146;s
regular pay at the end of the Plan Period. Eligible Employees who transfer to
another country during the Plan Period or between the end of the Plan Period
and the payment date for the award will be paid in the currency in which they
receive their pay at the end of the Plan Period.
</FONT>
<P align="left"><FONT size="2">SUCCESS Plan awards are considered income and are therefore subject to
national, state/provincial, and/or local taxes. All appropriate taxes and
other withholdings will be deducted from the award as required by applicable
law.
</FONT>
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<P align="left"><FONT size="2"><SUP>9</SUP>&nbsp;&nbsp;&nbsp;The percentage of Annual Base Salary that is applied to the formula may be
changed by the JLRC and Board of Directors at any time.
</FONT>
<P align="center"><FONT size="2">5</FONT>
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<P align="left"><FONT size="2">Depending on local laws and policies, SUCCESS Plan awards may have an impact on
some benefits and may or may not be included in the &#147;eligible earnings&#148; for
purposes of capital accumulation and retirement plans offered in the various
regions by the Company. Where appropriate, deductions may be made from SUCCESS
Plan awards in accordance with the specific capital accumulation and retirement
plan selected by the employee.
</FONT>
<P align="left"><FONT size="2"><B>Section&nbsp;5:</B> <B>Discretionary Bonus Pool</B>
</FONT>
<P align="left"><FONT size="2">During a Plan Period, the JLRC and the Board of Directors may consider the
creation of a separate Discretionary Bonus Pool under the SUCCESS Plan to
provide discretionary, incremental bonus awards. These awards may be made to
all employees of the Company or employees of the Company who individually or in
groups made a relative contribution that significantly added to the overall
success of the Company, whether or not the employees are entitled to
participate in the SUCCESS Plan. The determination that a Company employee is
eligible for a Discretionary Bonus Pool award does not otherwise entitle that
employee to generally participate in the SUCCESS Plan. The JLRC and the Board
of Directors have complete discretion to determine: the establishment of the
Discretionary Bonus Pool; the eligibility for participation; any performance
metrics, weightings and targets; the achievement, if any, of the targets for
the performance metrics; and the amount of the awards, if any, paid from the
Discretionary Bonus Pool. Whether or not an Eligible Employee receives a
SUCCESS Plan award shall have no effect on that employee&#146;s eligibility to
receive a Discretionary Bonus Pool award.
</FONT>
<P align="left"><FONT size="2">Discretionary Bonus Pool awards will be considered income and therefore subject
to national, state/provincial, and/or local taxes. All appropriate taxes and
other withholdings will be deducted from the award as required by applicable
law.
</FONT>
<P align="left"><FONT size="2">Depending on local laws and policies, Discretionary Bonus Pool awards may have
an impact on some benefits and may or may not be included in the &#147;eligible
earnings&#148; for purposes of capital accumulation and retirement plans offered in
the various regions by the Company. Where appropriate, deductions may be made
from the Discretionary Bonus Pool awards in accordance with the specific
capital accumulation and retirement plan selected by the employee.
</FONT>
<P align="left"><FONT size="2"><B>Section&nbsp;6: Interpretations and Amendments</B>
</FONT>
<P align="left"><FONT size="2">This document, as amended from time to time, constitutes the &#147;Nortel Networks
Limited SUCCESS Incentive Plan&#148;. In the event of any conflicts or
inconsistencies between the provisions of the SUCCESS Plan and any other
document or communication, written or oral, concerning the SUCCESS Plan, the
provisions of this document, as amended from time to time, shall govern.
</FONT>
<P align="left"><FONT size="2">The Senior Vice-President, HR, subject to approval of the JLRC and the Board of
Directors in certain cases, shall interpret the provisions of the SUCCESS Plan,
which shall be final and binding on the Company and all SUCCESS Plan
participants. This
</FONT>
<P align="center"><FONT size="2">6</FONT>
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<P align="left"><FONT size="2">document is subject to interpretation to comply with applicable laws. It is
not and shall not be construed as either an employment contract or as a
contract concerning the subject matter contained herein. There is no guarantee
that any award under the SUCCESS Plan will actually be paid. Any award to an
&#147;Eligible Employee&#148;, based on individual contribution and measures of corporate
performance, is determined at the discretion of an Eligible Employee&#146;s
Management Team, the Senior Management Team and the JLRC and the Board of
Directors as the case may be. If such awards, however, are made, they shall be
made in accordance with the provisions herein.
</FONT>
<P align="left"><FONT size="2">The SUCCESS Plan can only be terminated or amended by Board of Directors, which
shall have the full authority, at any time, to terminate the SUCCESS Plan or to
delete, modify and/or add to any and all terms, conditions, and provisions of
the SUCCESS Plan.
</FONT>
<P align="right"><FONT size="2">As adopted by the Board of Directors of Nortel Networks Limited on July&nbsp;25, 2002 as amended on<BR>
January&nbsp;23, 2003 with effect from January&nbsp;1, 2003.
</FONT>


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