NORTEL NETWORKS LTD
EXHIBIT 10.2
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<TYPE>EX-10.2
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<DESCRIPTION>EXHIBIT 10.2
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<P align="right"><FONT size="2"><B>EXHIBIT 10.2</B>
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<P align="right"><FONT size="2"><B><IMG src="t10167nortel.gif" alt="(NORTEL-LOGO)"></B>
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<P>&nbsp;
<P>&nbsp;
<P>&nbsp;
<P align="center"><FONT size="4"><B>NORTEL NETWORKS LIMITED</B>
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<P align="center"><FONT size="4"><B>DIRECTORS&#146; DEFERRED</B>
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<P align="center"><FONT size="4"><B>SHARE COMPENSATION PLAN</B>
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<P align="center"><FONT size="4"><B>AS AMENDED AND RESTATED</B>
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<P>&nbsp;
<P align="center"><FONT size="4"><B>Amended and Restated on May&nbsp;29, 2003</B>
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<P align="center"><FONT size="2"><B>NORTEL NETWORKS LIMITED<BR>
DIRECTORS&#146; DEFERRED<BR>
SHARE COMPENSATION PLAN<BR>
AS AMENDED AND RESTATED</B>
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>1.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>BACKGROUND; PURPOSE OF THE PLAN</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">The Nortel Networks Limited Directors&#146; Deferred Share Compensation Plan was
amended and restated to reflect the transactions contemplated by the plan of
arrangement (the &#147;Plan of Arrangement&#148;) described in the Amended and Restated
Arrangement Agreement, made as of January&nbsp;26, 2000, as amended and restated
March&nbsp;13, 2000, among BCE Inc., Nortel Networks Corporation, New Nortel Inc.
and the other parties thereto. On May&nbsp;1, 2000, the effective date of the Plan
of Arrangement, New Nortel Inc. acquired from the holders of the common shares
(other than BCE Inc. and its affiliates) of Nortel Networks Corporation all of
the Nortel Networks Corporation common shares then held by such shareholders in
exchange for an equal number of common shares of New Nortel Inc. and each
shareholder of BCE Inc. received approximately 0.78 common shares of New Nortel
Inc. for each common share of BCE Inc. then held by such BCE shareholder. In
addition, the common shares of New Nortel Inc. were listed on the New York
Stock Exchange and The Toronto Stock Exchange in substitution for the common
shares of Nortel Networks Corporation. Also, as part of the Plan of
Arrangement, Nortel Networks Corporation changed its name to Nortel Networks
Limited (&#147;Nortel Limited&#148;) and New Nortel Inc. changed its name to Nortel
Networks Corporation (&#147;Nortel Corporation&#148;).
</FONT>
<P align="left"><FONT size="2">In connection with, and effective as of May&nbsp;1, 2000, Share Units granted or to
be granted under the Plan and the shares subject to the Plan were adjusted and
common shares of Nortel Corporation were substituted for common shares of
Nortel Limited. In all other respects, the terms and provisions of the Plan
were reaffirmed, as therein provided.
</FONT>
<P align="left"><FONT size="2">On May&nbsp;25, 2000, the Board suspended the operation of the Plan, effective April
27, 2000, with the effect that, notwithstanding any other provision of the
Plan, (i)&nbsp;no further Share Units would be credited to Participants in respect
of Annual Retainer Fees (as defined in the Plan as at that date) or any other
fees payable on or after April&nbsp;27, 2000 in respect of services rendered by
Participants to Nortel Limited or Nortel Corporation, (ii)&nbsp;Share Units, as so
adjusted, credited to Participants&#146; accounts prior to April&nbsp;27, 2000 would
remain outstanding, (iii)&nbsp;Share Units, as so adjusted, would continue to be
credited under Section&nbsp;7 of the Plan for the period prior to the Settlement
Date, and (iv)&nbsp;Share Units, as so adjusted, would be settled subject to and in
accordance with the Plan and the terms and conditions of the Share Units.
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<P align="center"><FONT size="2">2
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<P align="left"><FONT size="2">On June&nbsp;9, 2000, the Board approved the amendment and restatement of the Plan,
(i)&nbsp;effective as of May&nbsp;1, 2000, to provide that Share Units would be credited
to Participants in respect of services rendered by Participants to Nortel
Limited only and that the Plan would be administered by the Board or by a
Committee of the Board, and (ii)&nbsp;to reflect the suspension of the operation of
the Plan, effective April&nbsp;27, 2000, until otherwise specifically determined by
the Board, with respect to the payment of Annual Retainer Fees (as defined in
the Plan as at that date) or other fees payable to Participants after April&nbsp;27,
2000.
</FONT>
<P align="left"><FONT size="2">On January&nbsp;24, 2002, the Board approved a further amendment and restatement of
the Plan, effective as of January&nbsp;1, 2002, (i)&nbsp;to provide for the crediting of
Share Units to Participants in respect of all services rendered by such
Participants as members of the Board; (ii)&nbsp;to provide that each member of the
Board who qualifies as an Eligible Director shall receive all fees payable to
such member for services as a member of the Board in the form of Share Units
credited in respect of such member under the Plan; and (iii)&nbsp;to reflect the
re-commencement of the operation of the Plan as amended and restated herein.
</FONT>
<P align="left"><FONT size="2">On May&nbsp;29, 2003, the Board approved an amendment to the Plan, effective
immediately, to permit Eligible Directors to elect to receive between 0 &#151; 100%
of all fees payable to such member for services as a member of the Board in the
form of Share Units, with the remainder of such fees to be settled in cash.
</FONT>
<P align="left"><FONT size="2">The purpose of the Plan is to assist Nortel Limited in attracting and retaining
individuals with experience and ability to serve as members of the Board and to
promote a greater alignment of interests between Eligible Directors and the
shareholders of Nortel Corporation.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>DEFINITIONS</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">For the purposes of the Plan, the terms contained in this Section shall have
the following meanings.
</FONT>
<P align="left"><FONT size="2">&#147;Administrator&#148; shall mean such administrator as may be appointed by Nortel
Limited from time to time to assist in the administration of the Plan in
accordance with Section&nbsp;3 hereof.
</FONT>
<P align="left"><FONT size="2">&#147;affiliated companies&#148; shall have the meaning ascribed to the term &#147;affiliated
bodies corporate&#148; in Section&nbsp;2(2) of the CBCA or such other meaning, and shall
include such other entities, as may be determined by the Committee.
</FONT>
<P align="left"><FONT size="2">&#147;Agreement&#148; shall mean the agreement, as it may be amended from time to time,
entered into between Nortel Limited and an Eligible Director in accordance with
Section&nbsp;6 hereof.
</FONT>
<P align="left"><FONT size="2">&#147;Aggregate Purchase Price&#148; shall have the meaning assigned thereto in Section&nbsp;8
hereof.
</FONT>
<P align="left"><FONT size="2">&#147;Board&#148; shall mean the Board of Directors of Nortel Limited.
</FONT>
<P align="left"><FONT size="2">&#147;Broker&#148; shall have the meaning assigned thereto in Section&nbsp;10 hereof.
</FONT>
<P align="left"><FONT size="2">&#147;Business Day&#148; shall mean a day, other than a Saturday or Sunday, on which
banking institutions in Canada and the United States are not authorized or
obligated by law to close.
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<P align="center"><FONT size="2">3
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<P align="left"><FONT size="2">&#147;CBCA&#148; shall mean the Canada Business Corporations Act, R.S.C. 1985, c.C-44, as
amended from time to time.
</FONT>
<P align="left"><FONT size="2">&#147;Committee&#148; shall mean such committee of the Board comprised of members of the
Board as the Board shall from time to time appoint to administer the Plan;
provided, however, that if the Board does not appoint a Committee to administer
the Plan, all references to the Committee shall be deemed to be references to
the Board, mutatis mutandis.
</FONT>
<P align="left"><FONT size="2">&#147;Common Share&#148; shall mean a common share of Nortel Corporation, subject to
Section&nbsp;16.
</FONT>
<P align="left"><FONT size="2">&#147;Eligible Director&#148; shall mean each member of the Board who, at the relevant
time, is not an employee of a Nortel Networks Company and such member shall
continue to be an Eligible Director for so long as such member continues to be
a member of the Board and is not an employee of a Nortel Networks Company;
provided, however, that the Committee, in its sole discretion, may determine
from time to time that one or more members of the Board who is or are employees
of a Nortel Networks Company shall be an Eligible Director or Eligible
Directors or that one or more members of the Board, who would otherwise be an
Eligible Director or Eligible Directors, shall not be.
</FONT>
<P align="left"><FONT size="2">&#147;Fees&#148; shall mean the amount, expressed in U.S. dollars, of all fees payable by
Nortel Limited to an Eligible Director (i)&nbsp;for all services rendered as a
member of the Board, and/or any committees thereof, and (ii)&nbsp;for all services
rendered as an executive or non-executive chairperson of the Board, and/or any
committees thereof; except that, Fees shall not include any other fee that may
be payable by Nortel Limited to the Eligible Director in connection with
services rendered by such Eligible Director to Nortel Limited in any capacity
other than as a member or chairperson of the Board, and/or any committees
thereof.
</FONT>
<P align="left"><FONT size="2">&#147;Market Value&#148; of a Common Share shall mean the fair market value thereof,
which shall be the price per common share which is equal to the average of the
high and low prices for a board lot of the Common Shares traded in Canadian
dollars on The Toronto Stock Exchange (&#147;TSE&#148;) on the relevant day or, if the
volume of Common Shares traded on the composite tape in the United States
exceeds the volume of Common Shares traded in Canadian dollars on the TSE on
such relevant day, the average of the high and low prices for a board lot of
Common Shares on the New York Stock Exchange (&#147;NYSE&#148;). The Market Value so
determined may be in Canadian dollars or in U.S. dollars. As a result, the
Market Value of a Common Share covered by a Share Unit shall be either (a)&nbsp;such
Market Value as determined above, if in Canadian dollars, or (b)&nbsp;such Market
Value as determined above converted into Canadian dollars at the noon rate of
exchange of the Bank of Canada on the relevant day, if in U.S. dollars. If on
the relevant day, there is not a board lot trade in the Common Shares on the
TSE or NYSE, any of such exchanges are not open for trading, or there is not a
noon rate of exchange of the Bank of Canada, if required, then the Market Value
of a Common Share shall be determined as provided above on the first day
immediately preceding the relevant day for which there were such board lot
trades in the Common Shares and a noon rate of exchange. If at any time the
Common Shares are no longer listed or traded on the TSE or the NYSE, the Market
Value shall be calculated in such manner as may be determined by the Committee
from time to time, but shall always be established in relation to the fair
market value of a Common Share. The Market Value of a Common Share shall be
rounded up to the nearest whole cent.
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<P align="center"><FONT size="2">4
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<P align="left"><FONT size="2">&#147;Nortel Corporation&#148; shall mean Nortel Networks Corporation (known prior to May
1, 2000 as New Nortel Inc.) or its successors.
</FONT>
<P align="left"><FONT size="2">&#147;Nortel Limited&#148; shall mean Nortel Networks Limited (known prior to May&nbsp;1, 2000
as Nortel Networks Corporation) or its successors.
</FONT>
<P align="left"><FONT size="2">&#147;Nortel Networks Companies&#148; shall mean, collectively, Nortel Corporation,
Nortel Limited and their respective Subsidiaries and affiliated companies or,
individually, any corporate entity included within such group, as the context
indicates, and Nortel Networks Company shall mean any one of such corporate
entities.
</FONT>
<P align="left"><FONT size="2">&#147;Participant&#148; shall mean an Eligible Director who participates in the Plan.
</FONT>
<P align="left"><FONT size="2">&#147;Plan&#148; shall mean the Nortel Networks Limited Directors&#146; Deferred Share
Compensation Plan (as amended and restated) set forth herein and as may be
further amended or restated from time to time.
</FONT>
<P align="left"><FONT size="2">&#147;Plan of Arrangement&#148; shall have the meaning assigned to such term in Section&nbsp;1
hereof.
</FONT>
<P align="left"><FONT size="2">&#147;Price per Common Share&#148; shall have the meaning assigned thereto in Section&nbsp;8
hereof.
</FONT>
<P align="left"><FONT size="2">&#147;Quarter&#148; means any of the four quarters of any financial year of Nortel
Limited as may be adopted from time to time and, until the financial year of
Nortel Limited is changed, shall mean the quarters ending March&nbsp;31, June&nbsp;30,
September&nbsp;30 and December&nbsp;31.
</FONT>
<P align="left"><FONT size="2">&#147;Quarterly Fee&#148; shall mean the Fees earned for services rendered by an Eligible
Director in the applicable Quarter.
</FONT>
<P align="left"><FONT size="2">&#147;Reference Date&#148; shall mean, with respect to any Quarter, the date used to
determine the Market Value of a Common Share for purposes of determining the
number of Share Units to be credited in respect of such Quarter to a
Participant&#146;s account and the Canadian dollar equivalent of the Quarterly Fee
in respect to such Quarter pursuant to Section&nbsp;4 hereof; which date shall be,
unless otherwise determined by the Committee and approved by the Board,
</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">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the last trading day of such Quarter on which the Market
Value of a Common Share may be determined and on which the Bank of
Canada published a noon rate of exchange for U.S. dollars, or</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">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the Resignation Date of such Participant, if the Settlement
Date with respect to a Participant occurs during the Quarter prior
to the last trading day of such Quarter; provided that, if such
Resignation Date is not a trading day on which the Market Value of a
Common Share or, if required, a day on which the Bank of Canada noon
rate of exchange for U.S. dollars may be determined, the Reference
Date shall be the immediately preceding trading day on which such
Market Value and, if required, the Bank of Canada noon rate of
exchange for U.S. dollars may be determined.</FONT></TD>
</TR>
</TABLE>
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<P align="center"><FONT size="2">5
</FONT>
<P align="left"><FONT size="2">&#147;Resignation Date&#148; shall mean, in respect of a Participant, the earliest date
on which both of the following conditions are met:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">the Participant has ceased to be a member of the Board for any reason
whatsoever, including the death of the Participant; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">the Participant is neither an employee nor a member of the board of
directors of any Nortel Networks Company.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&#147;Settlement Date&#148; shall mean, unless otherwise determined by the Committee for
the purpose of Section&nbsp;8, the date on which Common Shares shall be delivered in
settlement of Share Units in accordance with Section&nbsp;8 hereof.
</FONT>
<P align="left"><FONT size="2">&#147;Share Unit&#148; shall mean a unit credited to a Participant&#146;s account in
accordance with the terms and conditions of the Plan.
</FONT>
<P align="left"><FONT size="2">&#147;Subsidiary&#148; shall mean a body corporate that is a subsidiary of Nortel Limited
or Nortel Corporation within the meaning of Section&nbsp;2(5) of the CBCA.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>3.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>ADMINISTRATION OF THE PLAN</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Except as herein otherwise specifically provided, the Plan shall be
administered by the Committee in accordance with its terms, the whole subject
to applicable law. The Committee shall have full and complete authority to
interpret the Plan, to prescribe such rules and regulations and to make such
other determinations as it deems necessary or desirable for the administration
of the Plan. The Committee may from time to time, subject to the terms of the
Plan, delegate to officers or employees of a Nortel Networks Company or to
third parties, including an Administrator if one is appointed, the whole or any
part of the administration of the Plan and shall determine the scope and terms
and conditions of such delegation, including the authority to prescribe rules
and regulations. Any interpretation, rule, regulation or determination made or
other act of the Committee shall be final and binding on the Participants and
their beneficiaries and legal representatives and Nortel Limited and its
shareholders.
</FONT>
<P align="left"><FONT size="2">No member of the Committee or the Board shall be liable for any action or
determination made in good faith pursuant to the Plan. To the full extent
permitted by law, Nortel Limited shall indemnify and save harmless each person
made, or threatened to be made, a party to any action or proceeding by reason
of the fact that such person is or was a member of the Committee or is or was a
member of the Board and, as such, is or was required or entitled to take action
pursuant to the terms of the Plan.
</FONT>
<P align="left"><FONT size="2">Except as Participants may otherwise be advised by prior written notice of at
least thirty (30)&nbsp;days, all costs of the Plan, including any administration
fees and reasonable brokerage fees related to the purchase of Common Shares
pursuant to Section&nbsp;8, shall be paid by Nortel Limited. For greater certainty,
Nortel Limited shall not pay or be responsible for brokerage or other fees
incurred by Participants in respect of the disposition of any Common Shares.
</FONT>
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<P align="center"><FONT size="2">6
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>4.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>PARTICIPATION</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">All Eligible Directors shall participate in the Plan. Each Eligible Director
shall be paid one hundred percent (100%) of his or her Fees in the form of
Share Units, in lieu of cash unless the Eligible Director elects prior to the
beginning of a Quarter in respect of such Quarter and all future Quarters
(until the election is again changed) to receive between 0 &#151; 100% of his or
her Fees in the form of Share Units, with the remainder of such Fees to be paid
in cash.
</FONT>
<P align="left"><FONT size="2">The number of Share Units (including fractional Share Units rounded to four
decimal places) to be credited on a quarterly basis with effect on the last day
of each Quarter to an Eligible Director&#146;s account under Section&nbsp;9 hereof with
respect to each Quarter shall be equal to the quotient determined by dividing:
(i)&nbsp;the entire amount, expressed in U.S. dollars, of the Eligible Director&#146;s
Quarterly Fee for such Quarter which is to be paid in Share Units, converted
into Canadian dollars at the noon rate of exchange of the Bank of Canada on the
Reference Date for such Quarter; by (ii)&nbsp;the Market Value of a Common Share on
the Reference Date for such Quarter, expressed in Canadian dollars.
</FONT>
<P align="left"><FONT size="2">A Participant who becomes an employee of a Nortel Networks Company or who, as a
result of a determination by the Committee, shall no longer be eligible to
continue to participate in the Plan, shall not be entitled to receive Share
Units under this Section&nbsp;4 in respect of any of his or her future Fees. Share
Units already credited to any such Participant&#146;s account shall remain governed
by the Plan and the Agreement, and such Participant shall be entitled to
continue to receive Share Units under Section&nbsp;7 until such Participant&#146;s
Settlement Date.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>5.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>SHARES SUBJECT TO THE PLAN</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Neither Nortel Limited nor Nortel Corporation shall be required to cause to be
delivered Common Shares or certificates evidencing Common Shares pursuant to
the Plan unless and until such delivery is in compliance with all applicable
laws, regulations, rules, orders of governmental or regulatory authorities and
the requirements of any stock exchange upon which shares of Nortel Corporation
are listed or traded. Neither Nortel Corporation nor Nortel Limited shall in
any event be obligated to the Participants to take any action to comply with
any such laws, regulations, rules, orders or requirements. Subject to the
foregoing, Nortel Limited may from time to time provide a Broker with funds on
the Settlement Date as herein provided to purchase Common Shares on behalf of
Participants on the open market or by private transaction as required in order
to administer the Plan in accordance with its terms.
</FONT>
<P align="left"><FONT size="2">In the event Nortel Limited or Nortel Corporation determines that Common Shares
or certificates evidencing Common Shares shall not be delivered to a
Participant or Participants in accordance with the foregoing, the Participant
shall be entitled to receive from Nortel Limited, in cash, an amount equal to
the Market Value of the Common Shares that would otherwise be delivered in
settlement of Share Units on the Settlement Date, less any amounts withheld by
Nortel Limited in accordance with Section&nbsp;14 in respect of taxes payable or
other source deductions in respect of such cash payment.
</FONT>
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<P align="center"><FONT size="2">7
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>6.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>EXECUTION OF AGREEMENT</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Each Eligible Director shall, as soon as practicable after the later of the
date on which the Plan re-commences operation and the date his or her term as a
member of the Board commences, enter into an Agreement in writing with Nortel
Limited and, if applicable, the Administrator. Such Agreement shall set out
certain rights and obligations of the parties thereto pursuant to and in
accordance with the Plan, and shall remain in full force and effect until all
such Share Units credited to the account of such Participant shall have been
settled and/or cancelled.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>7.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>DIVIDENDS AND RELATED AMOUNTS</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">A Participant shall, from time to time during such Participant&#146;s period of
participation under the Plan, including the period following the Resignation
Date and until the Settlement Date referred to in Section&nbsp;8 hereof, be credited
on each dividend payment date in respect of Common Shares with additional Share
Units, the number of which shall be equal to the quotient determined by
dividing: (i)&nbsp;the product determined by multiplying (a)&nbsp;one hundred percent
(100%) of each dividend declared and paid by Nortel Corporation on its Common
Shares on a per share basis (excluding stock dividends payable in Common
Shares, but including dividends which may be paid in cash or in shares at the
option of the shareholder), which, if declared in U.S. dollars, shall be
converted into Canadian dollars at the noon rate of exchange of the Bank of
Canada on the dividend payment date for such dividend, or if on such dividend
payment date a noon rate of exchange of the Bank of Canada is not available,
converted into Canadian dollars at the noon rate of exchange of the Bank of
Canada on the immediately preceding day on which such exchange rate may be
determined, by (b)&nbsp;the number of Share Units recorded in the Participant&#146;s
account on the record date for the payment of any such dividend, by (ii)&nbsp;the
Market Value of a Common Share on the dividend payment date for such dividend,
in each case, with fractions computed to four decimal places.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>8.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>SETTLEMENT OF SHARE UNITS</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Except as may be otherwise determined by the Committee or except as set forth
below in this Section&nbsp;8, the settlement date (&#147;Settlement Date&#148;) for a
Participant with respect to whom a Resignation Date shall have occurred shall
be the fourth trading day following the release of Nortel Corporation&#146;s
quarterly or annual financial results immediately following the Resignation
Date with respect to such Participant, provided that, if such Resignation Date
occurs on the same date as the release of Nortel Corporation&#146;s financial
results, the Settlement Date shall, in such a case, be the fifth trading day
immediately following such release of Nortel Corporation&#146;s financial results.
A Participant shall receive, in full satisfaction of the number of Share Units
recorded in the Participant&#146;s account on the Settlement Date, a whole number of
Common Shares equal to the whole number of Share Units then recorded in the
account of the Participant (or as may be adjusted pursuant to Section&nbsp;16
hereof), reduced to reflect the amount of any applicable withholding taxes and
other source deductions withheld by Nortel Limited in connection with the
satisfaction of the Participant&#146;s Share Units in accordance with Section&nbsp;14.
Any entitlement to fractional Common Shares shall be paid in cash by Nortel
Limited based on the Price per Common Share (as defined below) on the
Settlement Date.
</FONT>
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<P align="center"><FONT size="2">8
</FONT>
<P align="left"><FONT size="2">If the Settlement Date would otherwise fall between the record date for a
dividend on the Common Shares and the related dividend payment date, the
Settlement Date shall be the day immediately following the date of payment of
such dividend for purposes of recording in the account of the Participant the
additional Share Units referred to in Section&nbsp;7 hereof and making the
calculation of Share Units recorded in the Participant&#146;s account pursuant to
this Section&nbsp;8. Notwithstanding any other provision of the Plan, the
Settlement Date shall not be later than the last day of the first calendar year
that begins after the Resignation Date.
</FONT>
<P align="left"><FONT size="2">In the event that Nortel Limited is unable, by a Participant&#146;s Settlement Date,
to compute the final number of Share Units credited to such Participant&#146;s
account by reason of the fact that any of the data required in order to compute
the Market Value of a Common Share is not available to Nortel Limited, then the
Settlement Date shall be the next following trading day on which such data is
available to Nortel Limited.
</FONT>
<P align="left"><FONT size="2">On the Settlement Date, Nortel Limited shall notify the Broker as to the number
of Common Shares to be purchased by the Broker on behalf of the Participant on
the TSE, the NYSE, or any other stock exchange approved by the Committee. As
soon as practicable thereafter, the Broker shall purchase the number of Common

Shares which Nortel Limited has requested the Broker to purchase on behalf of
the Participant and shall notify the Participant and Nortel Limited of:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">the aggregate purchase price (&#147;Aggregate Purchase Price&#148;) of the Common
Shares;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">the purchase price per Common Share or, if the Common Shares were
purchased at different prices, the average purchase price (computed on a
weighted average basis) per Common Share (&#147;Price per Common Share&#148;);</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">the amount of any reasonable brokerage commission related to such
purchase of Common Shares; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">the Settlement Date for such purchase of Common Shares.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">On such Settlement Date, upon payment of the Aggregate Purchase Price and
related reasonable brokerage commission by Nortel Limited, the Broker shall
deliver to the Participant, or to his designated representative, the
certificate representing the Common Shares purchased on behalf of such
Participant or shall cause such Common Shares to be transferred electronically
to an account designated by such Participant.
</FONT>
<P align="left"><FONT size="2">If a Participant is a citizen or resident of a country other than Canada,
Nortel Limited shall have the right, in its sole discretion, to pay entirely in
cash on the Settlement Date an amount equal to the Market Value of the Common
Shares as of the Settlement Date that would otherwise be delivered in
settlement of Share Units (less any applicable tax withholdings or required
source deductions), should it deem it desirable to do so in light of the
regulatory or other requirements of the applicable foreign jurisdiction
associated with the purchase of, or payment in, Common Shares.
</FONT>
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<P align="center"><FONT size="2">9
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>9.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>PARTICIPANT&#146;S ACCOUNT</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Nortel Limited shall maintain or cause to be maintained in its records an
account for each Participant recording at all times the number of Share Units
credited to the Participant. Upon payment in satisfaction of Share Units
pursuant to Section&nbsp;8 herein, such Share Units shall be cancelled. A written
notification of the balance in the account maintained for each Participant
shall be mailed by Nortel Limited or by an Administrator on behalf of Nortel
Limited to each Participant at least annually. A Participant shall not be
entitled to any certificate or other document evidencing the Share Units.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>PURCHASES ON THE OPEN MARKET</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Purchases of Common Shares pursuant to the Plan shall be made on the open
market by a broker independent from Nortel Corporation and Nortel Limited
designated by the Participant and who is a member of the TSE, the NYSE, or any
such other stock exchange as may be determined by the Committee from time to
time (the &#147;Broker&#148;). Any such designation of a Broker may be changed from time
to time. Upon designation of a Broker or at any time thereafter, Nortel
Limited may elect to provide the designated Broker with a letter agreement to
be executed by the Broker, the Participant and Nortel Limited, setting forth,
inter alia:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">the Broker&#146;s agreement with being so designated, to acting for the
Participant&#146;s account in accordance with customary usage of the trade with
a view to obtaining the best share price for the Participant in respect of
the Common Shares to be purchased for the Participant, and to delivering
to the Participant, or his or her representative, the share certificate
for, or to transferring electronically to an account designated by the
Participant, the Common Shares purchased upon receipt from Nortel Limited
of payment of the Aggregate Purchase Price and related reasonable
brokerage commission; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Nortel Limited&#146;s agreement to notify the Broker of the number of Common
Shares to be purchased and to pay the Aggregate Purchase Price and the
related reasonable brokerage commission,</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">provided, however, that none of the terms of such letter agreement shall have
the effect of making the Broker or deeming the Broker to be an affiliate of, or
not independent from, Nortel Corporation or Nortel Limited for purposes of any
applicable corporate, securities or stock exchange requirement.
</FONT>
<P align="left"><FONT size="2">The Share Units, and any related Common Shares that may be delivered under the
Plan, have not been registered under the U.S. Securities Act of 1933, as
amended, as of the effective date of the Plan and neither Nortel Corporation
nor Nortel Limited has any obligation to register such Share Units or Common
Shares. Accordingly, the Common Shares delivered under the Plan may not be
offered or sold in the United States unless they become registered or an
exemption from registration is otherwise available.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>RIGHTS OF PARTICIPANTS</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Except as specifically herein provided or provided in the Agreement, no
Eligible Director, Participant or other person shall have any claim or right to
any Common Shares to be delivered
</FONT>
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<P align="center"><FONT size="2">10
</FONT>
<P align="left"><FONT size="2">in settlement of Share Units credited pursuant to the Plan. Nothing herein
shall provide any Participant with an entitlement or right to be elected or
appointed a director of Nortel Limited.
</FONT>
<P align="left"><FONT size="2">Under no circumstances shall Share Units be considered Common Shares nor shall
they entitle any Participant to exercise voting rights or any other rights
attaching to the ownership or control of Common Shares, nor shall any
Participant be considered the owner of any Common Shares to be delivered under
the Plan until after the date of purchase of such Common Shares for the account
of such Participant as specifically provided herein.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>12.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>DEATH OF PARTICIPANT</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">In the event of a Participant&#146;s death, any and all Share Units then credited to
the Participant&#146;s account shall become payable to a dependant or relation of
the Participant designated in writing by the Participant and provided to Nortel
Limited, failing which to the Participant&#146;s legal representative.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>13.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>COMPLIANCE WITH APPLICABLE LAWS</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Any obligation of Nortel Limited with respect to Common Shares pursuant to the
terms of the Plan is subject to compliance with all applicable laws,
regulations, rules, orders of governmental or regulatory authorities and the
requirements of any stock exchange upon which shares of Nortel Corporation are
listed or traded. Should Nortel Limited, in its sole discretion, determine
that it is not desirable or feasible to provide for the settlement of Share
Units in Common Shares pursuant to Section&nbsp;8 hereof, including by reason of any
such laws, regulations, rules, orders or requirements, such obligation shall be
satisfied by means of a cash payment by Nortel Limited equal to the Market
Value of the Common Shares that would otherwise be delivered to a Participant
in settlement of Share Units on the Settlement Date (less any applicable tax
withholdings or required source deductions). Each Participant shall comply
with all such laws, regulations, rules, orders and requirements, and shall
furnish Nortel Limited with any and all information and undertakings as may be
required to ensure compliance therewith.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>14.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>WITHHOLDING TAXES</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Nortel Limited may withhold from any payment to or for the benefit of a
Participant any amount required to comply with the applicable provisions of any
federal, provincial, state or local law relating to the withholding of tax or
the making of any other source deductions, including on the amount, if any,
included in income of a Participant and may adopt and apply such rules and
regulations that in its opinion will ensure that Nortel Limited will be able to
so comply.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>15.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>TRANSFERABILITY</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">The rights or interests of a Participant under the Plan, including the Share
Units, shall not be assignable or transferable, otherwise than in case of death
as set out in the Plan, and such rights or interests shall not be encumbered.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>16.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>ALTERATION OF NUMBER OF SHARE UNITS SUBJECT TO THE PLAN</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">In the event that:
</FONT>
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<P align="center"><FONT size="2">11
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">a dividend shall be declared upon the Common Shares or other securities
of Nortel Corporation payable in Common Shares or other securities of
Nortel Corporation (other than a dividend which may be paid in cash or in
Common Shares at the option of the shareholder);</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">the outstanding Common Shares shall be changed into or exchanged for a
different number or kind of shares or other securities of Nortel
Corporation or of another corporation, whether through an arrangement,
plan of arrangement, amalgamation or other similar statutory procedure, or
a share recapitalization, subdivision or consolidation or otherwise;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">there shall be any change, other than those specified in paragraphs (a)
and (b)&nbsp;of this Section&nbsp;16, in the number or kind of outstanding Common
Shares or of any shares or other securities into which such Common Shares
shall have been changed or for which they shall have been exchanged; or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">there shall be a distribution of assets or shares to shareholders of
Nortel Corporation out of the ordinary course of business,</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">then, if the Board shall in its sole discretion determine that such change
equitably requires an adjustment in the number of Share Units credited to
Participants pursuant to the Plan but not yet settled and cancelled, and/or a
substitution, for each Common Share, of the kind of securities into which each
outstanding Common Share has been so changed or exchanged and/or any other
adjustment, then such adjustment and/or substitution shall be made by the Board
and shall be effective and binding for all purposes.
</FONT>
<P align="left"><FONT size="2">In the case of any such substitution, change or adjustment as provided for in
this Section&nbsp;16, the variation shall generally require that the dollar value of
the Share Units then recorded in the Participant&#146;s account prior to such
substitution, change or adjustment will be proportionately and appropriately
varied so that it shall be approximately equal to such dollar value after the
variation.
</FONT>
<P align="left"><FONT size="2">No adjustment provided for in this Section shall entitle a Participant to
receive a fractional Common Share or other security and the total adjustment
with respect to each Share Unit shall be limited accordingly.
</FONT>
<P align="left"><FONT size="2">In the event that, at the time contemplated for the purchase of Common Shares
under the Plan, there is no public market for the Common Shares or for
securities substituted therefor as provided by this Section&nbsp;16, the obligations
of Nortel Limited under the Plan shall be met by a payment in cash on the
Settlement Date in such amount as is reasonably determined by the Committee to
be fair and equitable in the circumstances, but shall always be established in
relation to the fair market value of a Common Share within the period that
begins one year before the Resignation Date and ends on the Settlement Date.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>17.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>UNSECURED PLAN</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Unless otherwise determined by the Committee, the obligations of Nortel Limited
under the Plan shall be general unsecured obligations of Nortel Limited.
</FONT>
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<P align="center"><FONT size="2">12
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>18.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>EFFECTIVE DATE OF THE PLAN</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">The Plan was originally effective with respect to certain fees payable to
Eligible Directors on or after June&nbsp;30, 1998. The Plan was amended and
restated on April&nbsp;27, 2000, effective as of May&nbsp;1, 2000; was suspended on May
25, 2000, effective April&nbsp;27, 2000; was amended and restated on June&nbsp;9, 2000,
effective May&nbsp;1, 2000; was amended and restated and the suspension lifted on
January&nbsp;24, 2002, effective January&nbsp;1, 2002; and was amended and restated on
May&nbsp;29, 2003, effective immediately.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>19.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>AMENDMENTS TO, SUSPENSION OR TERMINATION OF, THE PLAN</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">The Board may from time to time amend, suspend or terminate, in whole or in
part, the Plan or amend the terms of Share Units credited in accordance with
the Plan. If any such amendment will materially adversely affect the rights of
a Participant with respect to Share Units credited to such Participant or under
any Agreement, the written consent of such Participant to such amendment shall
be obtained. Notwithstanding the foregoing, the obtaining of the written
consent of any Participant to an amendment which materially adversely affects
the rights of such Participant with respect to any credited Share Unit or under
any Agreement shall not be required if such amendment is required to comply
with applicable laws, regulations, rules, orders of governmental or regulatory
authorities or the requirements of any stock exchange on which shares of Nortel
Corporation are listed or traded.
</FONT>
<P align="left"><FONT size="2">If the Board terminates the Plan, Share Units previously credited to
Participants shall, at the discretion of the Board, either (a)&nbsp;become
immediately payable in accordance with the terms of the Plan in effect at such
time, or (b)&nbsp;remain outstanding and in effect and settled subject to and in
accordance with their applicable terms and conditions.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>20.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>GOVERNING LAW</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Consent to membership on the Board and the resulting participation in the Plan
by any Participant shall be construed as acceptance of the terms and conditions
of the Plan by the Participant and as to the Participant&#146;s agreement to be
bound thereby. The Plan shall be construed in accordance with and governed by
the laws of the Province of Ontario.
</FONT>

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