Directors Compensation NNC



 Exhibit 10.77 
 AMENDED AND RESTATED 
 NORTEL NETWORKS CORPORATION (THE “CORPORATION”) 
 DIRECTORS’ REMUNERATION 
 (Amended
to reflect changes effective January 14, 2009) 
 All information contained in this summary has been previously disclosed or will be disclosed in public
filings of the Corporation. 
  

					
	 	  	 US Dollars
	 
	 CHAIRMAN OF THE BOARD FEE:
	  	$	75,000 per annum	 
		
	 COMMITTEE MEMBER RETAINERS:
	  	$	12,500 per annum	(1)
	 Audit Committee (1)
	  			
	 Nominating and Governance Committee
	  			
	 Compensation and Human Resources Committee (2)
	  			
	 Litigation Committee
	  			
		
	 COMMITTEE CHAIRMAN RETAINER
	  	$	  15,000 per annum	(3)

 Note: 
  

	1.	If on same Nortel Networks Limited (NNL) Committee, Committee member retainer is $6,250 per annum 

  

	2.	Joint committee of the Board of Directors of the Corporation and NNL 

  

	3.	If Chairman of same NNL Committee, Chairman retainer is $7,500 per annum 

 DIRECTORS’ DEFERRED SHARE COMPENSATION PLAN 
 The payment of fees may, at the election of the director, be deferred under the Nortel
Networks Corporation Directors Deferred Share Compensation Plan (the “Plan”). Directors are entitled to elect to receive all or a portion of their fees in the form of share units under the Plan (entitling the Directors to receive an equal
number of common shares of the Corporation), with the remainder of such Fees to be paid in cash. The share units will be settled subject to and in accordance with the Plan upon a Director’s retirement from the Board of Directors. 
 On January 14, 2009, the Canadian Court in the Companies’ Creditors Arrangement Act proceedings (the “CCAA Proceedings”) granted an order
providing that the Corporation and NNL directors are entitled to receive remuneration in cash on a current basis at current compensation levels (less an overall $25,000 reduction) notwithstanding the terms of or elections made under the Plan or the
equivalent NNL plan. The $25,000 reduction has been reflected in the NNL director annual cash board retainer. 







 Note: 
  

	1.	Directors’ fees are paid in quarterly installments at the end of each calendar quarter. 

  

	2.	Directors’ fees generally are not payable to Directors who are salaried employees of the Corporation, NNL or of any of its or their subsidiaries. 

 GROUP LIFE INSURANCE  
 For each
non-employee director in office on or after April 1, 1984, excluding those who are or who have been employees of the Corporation or of any of its subsidiaries, the Corporation shall maintain group life insurance in the amount of CDN$100,000
during tenure of office as such, and in the amount of CDN$75,000 in the event of retirement from such office at an age not less than 65 years or when having served, for not less than 10 years, as a director of the Corporation or any of its
subsidiaries. At the discretion of the Nominating and Governance Committee of the Board of Directors of the Corporation, the Corporation will no longer maintain the life insurance benefit for active directors effective upon the election of directors
at the 2008 annual meeting of shareholders. The Corporation’s obligations with respect to group life insurance are currently being reviewed in the context of the CCAA Proceedings.