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                                                                    Exhibit 10.1



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                                  GENUITY INC.

                       2000 LONG-TERM STOCK INCENTIVE PLAN

                                   ___________


                             Effective May 22, 2000


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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


<S>                                                                    <C>
 1.  PURPOSE...........................................................  1
 2.  EFFECTIVE DATE AND TERM OF THE PLAN...............................  1
 3.  DEFINITIONS.......................................................  1
 4.  PARTICIPATION.....................................................  2
 5.  ADMINISTRATION....................................................  2
 6.  TYPES OF AWARDS...................................................  3
 7.  LIMITATIONS ON AWARDS.............................................  5
 8.  AWARD AGREEMENTS..................................................  6
 9.  PAYMENT OF AWARDS.................................................  6
10.  REVOCATION OR AMENDMENT OF AWARDS.................................  6
11.  LIMITATION ON NUMBER OF SHARES....................................  7
12.  AMENDMENT OR TERMINATION OF THE PLAN..............................  7
13.  ADJUSTMENT PROVISIONS.............................................  8
14.  NO REQUIRED SEGREGATION OF ASSETS.................................  9
15.  COSTS.............................................................  9
16.  RIGHT OF DISCHARGE RESERVED.......................................  9
17.  NATURE OF PAYMENTS................................................  9
18.  SEVERABILITY......................................................  9
19.  GOVERNING LAW.....................................................  9

</TABLE>

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Genuity Inc. 2000 Long-Term Stock Incentive Plan               Table of Contents
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1.   PURPOSE

     The primary purpose of the Plan is to enable the Company to achieve
     superior financial performance as reflected in the performance of the
     Common Stock and/or other key financial or operating indicators by offering
     Participants incentives to effect such results.

2.   EFFECTIVE DATE AND TERM OF THE PLAN

     The Plan became effective on May 22, 2000. Unless the Plan is terminated
     earlier in accordance with Section 12 hereof, the Plan shall remain in full
     force and effect until the close of business on the date of the Company's
     annual meeting of shareholders in the year 2010, at which time the right to
     grant Awards under the Plan shall terminate automatically unless the
     shareholders of the Company approve an extension or renewal of the Plan.

3.   DEFINITIONS

     Except where otherwise indicated, the following terms shall have the
     definitions set forth below for purposes of the Plan:

     "AWARD" means any award described in Section 6 hereof.

     "AWARD AGREEMENT" means an agreement entered into between the Company and a
     Participant, in a form determined by the Committee in its sole discretion,
     setting forth the terms and conditions applicable to the Award granted to
     the Participant.

     "BOARD" means the Board of Directors of the Company.

     "CODE" means the Internal Revenue Code of 1986, as amended, or any
     successor thereto.

     "COMMITTEE" means the Executive Compensation Committee of the Board.

     "COMMON STOCK" means the Class A common stock of the Company, including
     both treasury shares and authorized but unissued shares, or any security of
     the Company issued in substitution or exchange therefor or in lieu thereof.

     "COMPANY" means Genuity Inc.

     "EMPLOYEE" means an individual who is employed by the Company or a Related
     Entity.



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Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 1
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     "FAIR MARKET VALUE" means the average of the high and low sales prices of
     the Shares on Nasdaq (or any other reporting system or market selected by
     the Committee) on the relevant date, or if no sale of Shares is reported
     for that date, on the date or dates that the Committee determines, in its
     sole discretion, to be appropriate for purposes of the valuation.

     "GRANT PRICE" means the price per Share at which Shares may be purchased
     under a stock option and the price per Share used as the base price for
     measuring the appreciation, if any, under a stock appreciation right.
     Except as provided in Section 6(a), below, the Grant Price shall not be
     less than the Fair Market Value of the Shares covered by the stock option
     or stock appreciation right on the date as of which the option or right is
     granted.

     "MARKET PRICE" means the price of a Share on Nasdaq (or any other reporting
     system or market selected by the Committee) at the time a stock
     appreciation right is exercised.

     "PARTICIPANT" means an Employee who has been granted an Award pursuant to
     the Plan.

     "PERFORMANCE BONUS" means an Award described in Section 6(c) hereof.

     "PERFORMANCE CYCLE" means a period of three consecutive fiscal years of the
     Company or such other period as the Committee may specify.

     "PLAN" means the Genuity Inc. 2000 Long-Term Stock Incentive Plan, on the
     date of adoption hereof and as it may be amended from time to time.

     "RELATED ENTITY" means a corporation, partnership, joint venture or other
     entity in which the Company has an ownership or other proprietary interest
     of at least ten percent.

     "SHARES" means shares of Common Stock.

4.   PARTICIPATION

     Only those Employees designated from time to time by the Committee shall
     participate in the Plan and receive Awards hereunder.

5.   ADMINISTRATION

(a)  The Plan and all Awards granted pursuant thereto shall be administered by
     the Committee. The Committee shall periodically determine, in its sole
     discretion, the Employees who shall participate in the Plan and the terms
     of the Awards to be granted to Participants.  All questions of
     interpretation

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     and administration with respect to the Plan, Awards, and Award Agreements
     shall be determined by the Committee in its sole and absolute discretion,
     and its determinations shall be final and binding upon all parties.

(b)  The Committee may delegate its authority under subsection (a), above, to
     persons other than its members to the extent it deems such action
     advisable.  Any person to whom the Committee has delegated authority under
     subsection (a), above, may receive Awards only if the Awards are granted
     directly by the Committee without delegation.

(c)  The Committee may, in its sole discretion, promulgate general regulations
     and guidelines governing the administration of the Plan and the Awards
     granted hereunder. The Committee also may establish regulations governing
     the deferred payment of Awards and may determine that deferred payments
     shall accrue interest at a rate or rates determined by the Committee and/or
     that deferred payments shall be deemed to be invested in Share equivalents
     or other hypothetical investments.

(d)  The Committee may not at any time adjust the purchase price, Grant Price,
     or Market Price specified by Section 3 hereof (except for adjustments
     pursuant to Section 13 hereof).

(e)  Notwithstanding anything in the Plan to the contrary, with respect to any
     Participant or eligible person who is resident outside of the United
     States, the Committee may, in its sole discretion, amend the terms of the
     Plan in order to conform such terms with the requirements of local law or
     to meet the objectives of the Plan. The Committee may, where appropriate,
     establish one or more sub-plans for this purpose.

6.   TYPES OF AWARDS

     The types of Awards described in subsections (a) through (d), below, may be
     granted or payable under the Plan, singly or in combination or in tandem
     with other Awards (or with awards under other plans of the Company or a
     Related Entity), as the Committee may determine. All Awards shall be in a
     form determined by the Committee. No Award shall be inconsistent with the
     terms of the Plan or fail to satisfy the requirements of applicable law.

     The Committee may, from time to time, grant dividend equivalents in respect
     of Awards.

(a)  Stock Options
     -------------

     A stock option represents the right to purchase a specified number of
     Shares, at a fixed Grant Price, during a specified term as the Committee
     may determine. The term of a stock option shall not exceed ten years from
     the date as of which the Grant Price is determined.

     The Grant Price shall be payable, at the discretion of the Committee, by
     the payment of cash, the delivery of Shares, and/or any other means that


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Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 3
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     the Committee determines to be consistent with the Plan's purposes and
     applicable law.

     The stock options that may be granted under the Plan include (but are not
     limited to) incentive stock options that comply with the requirements of
     Section 422(b) of the Code. Incentive stock options may not be granted
     under the Plan after February 1, 2010. Incentive stock options may be
     granted only to Employees who are employed by the Company or by a
     subsidiary corporation (within the meaning of Section 424(f) of the Code),
     including a subsidiary corporation that becomes such after the adoption of
     the Plan.

     The Committee also may grant a right to purchase additional Shares to a
     Participant contingent upon the surrender of Shares owned by the
     Participant in payment of the Grant Price of a stock option granted under
     the Plan or upon the surrender of Shares by the Participant in payment of
     withholding tax liability with respect to such a stock option.

     The Grant Price of the initial stock options granted to Participants who
     were employees of the Company on or before the effective date of the
     Company's initial public offering, shall be the initial public offering
     price per Share. All other stock options granted under the Plan shall be
     exercisable at the Grant Price.

(b)  Stock Appreciation Rights
     -------------------------

     A stock appreciation right represents the right, denominated in Shares, to
     receive, upon surrender of the right (or of both the right and a related
     option in the case of a tandem right), in whole or in part, but without
     payment, an amount (payable in accordance with Section 9 hereof) that does
     not exceed the excess of the Market Price over the Grant Price for the
     number of Shares for which the stock appreciation right is exercised. The
     term of a stock appreciation right shall not exceed ten years from the date
     as of which the Grant Price is determined.

(c)  Performance Bonuses
     -------------------

     The Committee may, from time to time, grant Performance Bonuses to
     Participants in accordance with such terms and conditions that the
     Committee in its sole discretion may establish. Any such Performance
     Bonuses shall be payable in the form of Shares only (except for cash in
     lieu of fractional shares).


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Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 4
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(d)  Other Stock-Based Awards
     ------------------------

     The Committee may, from time to time, grant Awards (other than the Awards
     described above) under the Plan that consist of or are denominated in or
     payable in, valued in whole or in part by reference to, or otherwise based
     on or related to, Shares. These Awards may include Shares and/or
     hypothetical Shares.

     The Committee may subject these Awards to restrictions on transfer and/or
     other restrictions on incidents of ownership as the Committee may
     determine.

     The Committee may grant Awards under this Section 6(d) that do not require
     the payment of additional consideration by the Participant (other than
     services previously rendered or, as may be permitted by applicable law,
     services to be rendered), either on the date of grant or the date any
     restriction(s) thereon are removed.

     The term of an Award that grants a Participant the right to purchase Shares
     shall not exceed ten years from the date as of which the purchase price is
     determined.

7.   LIMITATIONS ON AWARDS

     (a)  No Participant shall be granted options to purchase more than two
          million Shares in one calendar year.

     (b)  Except as provided in subsection (c), below, a Participant shall
          receive only one Award grant during the period beginning on the
          effective date of the Plan and ending four years after the effective
          date of the Plan.

     (c)  A Participant may receive a grant of an Award under the Plan at any
          time to the extent that such grant is consistent with a promotion or
          other significant increase in responsibility or, in the discretion of
          the Committee, necessary to ensure that the Awards granted to such
          Participant are appropriate in comparison to the Awards granted to
          other Participants.

     (d)  No Award shall be assignable or transferable other than by will or by
          the laws of descent and distribution. During the Participant's
          lifetime, an Award may be exercised only by the Participant or by the
          Participant's guardian or legal representative.


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Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 5
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8.   AWARD AGREEMENTS

     An Award may be evidenced by an Award Agreement, the terms of which have
     been approved by the Committee, setting forth the terms and conditions
     applicable to the Award, including

     (a)  terms and conditions governing the extent (if any) to which the Award
          may vest, become exercised, be exercised or paid, or be canceled or
          forfeited,

     (b)  terms and conditions governing the disposition of the Award in the
          event of disability, death, or other termination of a Participant's
          employment,

     (c)  a provision that a Participant shall have no rights as a shareholder
          with respect to any Shares covered by an Award until the date on which
          the Participant or his nominee becomes the holder of record of such
          Shares, and

     (d)  terms and conditions governing tax withholding.

9.   PAYMENT OF AWARDS

     (a)  All payments of Awards shall be made on a date prescribed by the
          Committee, unless the Participant has elected to defer payment in
          accordance with the rules and regulations established by the
          Committee.

     (b)  At the discretion of the Committee, a Participant may be offered an
          election to substitute an Award for another Award or Awards of the
          same or different type.

     (c)  No fractional Shares shall be issued in connection with Awards under
          the Plan. The Committee shall determine whether cash, other
          securities, or other property shall be paid or transferred in lieu of
          fractional Shares, or whether fractional Shares or any rights thereto
          shall be canceled, terminated, or otherwise eliminated.

     (d)  Except as provided in subsection (c), above, payments of Awards shall
          be wholly in Shares. The Committee, in its sole discretion, shall
          determine whether the Shares shall be subject to restrictions on
          transfer and/or provisions regarding forfeiture of said Shares.

10.  REVOCATION OR AMENDMENT OF AWARDS

     (a)  Subject to any early termination restrictions imposed by the Committee
          in an Award Agreement and except as provided in subsection (b), below,
          the Committee may not, without the written consent of the Participant,
          revoke



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          an Award Agreement, and may not without such written consent make or
          change any determination or change any term, condition, or provision
          affecting an Award if the determination or change would adversely
          affect the Award or a Participant's rights thereto.

     (b)  The Committee may at any time and in any manner modify the terms of an
          Award that relate to the early termination of the option or Award
          period after the Participant's termination of employment; provided
          that such modification shall not apply to an Award to the extent that
          it has been previously exercised.

11.  LIMITATION ON NUMBER OF SHARES

     (a)  The aggregate number of Shares that may be subject to all Awards shall
          not exceed:

          (1)  Five percent of the outstanding Shares at the time of the initial
               public offering of the Shares for all individuals who were
               Employees on or before April 6, 2000, in the aggregate (except
               for Awards granted pursuant to Section 7(c) hereof;

          (2)  One percent of the outstanding Shares at the time of the initial
               public offering of the Shares for all individuals who first
               become Employees after April 6, 2000, and on or before January 6,
               2001, in the aggregate (except for Awards granted pursuant to
               Section 7(c) hereof); and

          (3)  Three percent of the outstanding Shares at the time of the
               initial public offering of the Shares plus any Shares that are
               forfeited by a Participant or that are part of an Award that
               expires unexercised for Awards granted pursuant to Section 7(c)
               hereof and for all individuals who first become Employees after
               January 6, 2001, in the aggregate.

     (b)  Subject to the limits imposed by subsection (a), above, no more than
          50,000,000 Shares shall be available to be issued pursuant to
          incentive stock options (within the meaning of Section 422(b) of the
          Code or any successor thereto).

12.  AMENDMENT OR TERMINATION OF THE PLAN

     The Board may, from time to time, alter, amend, suspend or terminate the
     Plan as it shall deem advisable, subject to any requirement for shareholder
     approval imposed by applicable law.  The termination of the Plan shall not
     cause any previously granted Awards to terminate.  After the termination of
     the Plan, any



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     previously granted Awards shall remain in effect and shall continue to be
     governed by the terms of the Plan, the Awards, and any applicable Award
     Agreements. This Section applies regardless of whether the termination of
     the Plan occurs pursuant to Section 2 hereof or pursuant to this Section
     12.

13.  ADJUSTMENT PROVISIONS

     If the Committee determines that any dividend or other distribution
     (whether in the form of cash, Shares, other securities, or other property),
     extraordinary cash dividend, recapitalization, stock split, reverse stock
     split, reorganization, merger, consolidation, split-up, spin-off,
     combination, repurchase, or exchange of Shares or other securities, the
     issuance of warrants or other rights to purchase Shares or other
     securities, or other similar corporate transaction or event affects the
     Shares with respect to which Awards have been or may be issued under the
     Plan and that an adjustment is appropriate in order to prevent dilution or
     enlargement of the benefits or potential benefits intended to be made
     available under the Plan, then the Committee shall, in a manner that the
     Committee deems appropriate to prevent such dilution or enlargement, adjust
     any or all of

     (a)  the number and type of securities that thereafter may be issued under
          the Plan,

     (b)  the number and type of securities subject to outstanding Awards, and

     (c)  the Grant Price, purchase price, or Market Price with respect to any
          Award, or, if deemed appropriate, make provision for a cash payment to
          the holder of an outstanding Award.

     However, no adjustment shall be authorized with respect to incentive stock
     options to the extent that the adjustment would cause the options to
     violate Section 422(b) of the Code or any successor provision.  In
     addition, the number of securities subject to any Award denominated in
     Shares shall always be a whole number.

     In the event of an acquisition by the Company by means of a merger,
     consolidation, acquisition of property or stock, reorganization or
     otherwise, the Committee shall be authorized to cause the Company to issue
     or to assume stock options or stock appreciation rights, whether or not in
     a transaction to which Section 424(a) of the Code applies, by means of
     substitution of new options or rights for previously issued options or
     rights or an assumption of previously issued options or rights, but only if
     and to the extent that the substitution or assumption is consistent with
     the other provisions of the Plan and with any applicable law.



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Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 8
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     Subject to any required action by the Company's shareholders, if the
     Company is a party to any merger or consolidation, a Participant holding an
     outstanding Award valued directly or indirectly by Shares shall be entitled
     to receive, upon the exercise of the Award, the same per Share
     consideration on the same terms that a holder of the same number of Shares
     that are subject to the Award would be entitled to receive pursuant to the
     merger or consolidation.

14.  NO REQUIRED SEGREGATION OF ASSETS

     Neither the Company nor any Related Entity shall be required to segregate
     any assets that may at any time be represented by Awards pursuant to the
     Plan.

15.  COSTS

     The Committee may require a Participant or beneficiary to bear all or part
     of the cost of exercising an Award or issuing Shares under the Plan.

16.  RIGHT OF DISCHARGE RESERVED

     Neither the Plan nor any Award or Award Agreement shall guarantee any
     Employee continued employment with the Company or a Related Entity or
     guarantee the grant of future Awards.  Either the Company or the Employee
     may terminate the employment relationship at any time and for any reason.

17.  NATURE OF PAYMENTS

     All Awards made pursuant to the Plan are in consideration of services for
     the Company or the Related Entities. Any gain realized pursuant to Awards
     under the Plan constitutes a special incentive payment to the Participant
     and shall not be taken into account as compensation for purposes of any of
     the employee benefit plans of the Company or any Related Entity except as
     may be determined by the Board or by the board of directors of the
     applicable Related Entity.

18.  SEVERABILITY

     If any provision of the Plan shall be held unlawful or otherwise invalid or
     unenforceable in whole or in part, the unlawfulness, invalidity, or
     unenforceability shall not affect any other provision of the Plan or part
     thereof, each of which shall remain in full force and effect.

19.  GOVERNING LAW

     To the extent not preempted by federal law, the provisions of the Plan will
     be construed and enforced in accordance with the laws of the Commonwealth
     of Massachusetts, excluding any conflicts or choice of law rule or
     principle that might otherwise refer construction or interpretation of this
     provision to the substantive law of another jurisdiction, except that
     issues regarding the rights attendant to stock ownership shall be governed
     by the laws of the State of Delaware (excluding its conflicts or choice of
     law rules or principles) and construed accordingly.


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Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 9