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CONFIDENTIAL   SPECIAL HANDLING
  
      Mike Zafirovski
President and Chief Executive Officer
Nortel
195 The West Mall, Toronto, ON M9C 5K1 T 905-863-1101 mikez@nortel.com
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Base Salary
  Incentive Award
  Long Term Incentives
  New Hire Long Term Incentive Award
 Restricted Stock Units
  Annual Long Term Incentive Awards
  Mike Zafirovski
President and Chief Executive Officer
Nortel
195 The West Mall, Toronto, ON M9C 5K1 T 905-863-1101 mikez@nortel.com
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Recoupment of Incentive Based Compensation
  Benefits
    Change in Control
  Mike Zafirovski
President and Chief Executive Officer
Nortel
195 The West Mall, Toronto, ON M9C 5K1 T 905-863-1101 mikez@nortel.com
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Involuntary Separation
  (a)
    
    you will be provided in lieu of any other payment or benefit, except as otherwise provided
herein, with the following: (i) the equivalent of no less than 18 months base salary paid
bi-weekly; and (ii) the opportunity to continue health, life insurance and AD&D benefits
coverage in which you are then enrolled for 18 months following your employment termination
(the Severance Period) at active employee rates; and(b)
    
    all of the New Hire RSUs will continue to vest during the Severance Period and, immediately
prior to the end of the Severance Period, all of the unvested New Hire RSUs will immediately
vest;
  Relocation
  Mike Zafirovski
President and Chief Executive Officer
Nortel
195 The West Mall, Toronto, ON M9C 5K1 T 905-863-1101 mikez@nortel.com
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Tax Conflict Review for Board Appointed Officers
  Executive Travel Services
  Senior Executive Duties
  (a)
    
    faithfully and diligently perform such duties and exercise such powers consistent with your
position as may from time to time be assigned to or vested in you by Nortel or the Nortel
Boards;(b)
    
    comply with all reasonable and lawful requests made by Nortel or the Nortel Boards;(c)
    
    use your best endeavours to promote and protect and extend the business, reputation, welfare
and the interests of Nortel;
 Mike Zafirovski
President and Chief Executive Officer
Nortel
195 The West Mall, Toronto, ON M9C 5K1 T 905-863-1101 mikez@nortel.com
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(d)
    
    be familiar with and act in a manner consistent with Nortels Code of Business Conduct
(more fully described herein);(e)
    
    be familiar with and comply with Nortel policies and procedures relevant to your role or your
actions as an employee; and(f)
    
    report to the Nortel Boards any matters of concern that come to your attention, it being the
duty of you to report any acts of misconduct, dishonesty, breach of company rules or breach of
any of the rules of any relevant regulatory bodies committed, contemplated or discussed by any
other member of staff or other third party.
 Reporting/Non Reporting Insider
  Share Ownership Guidelines
   Code of Business Conduct
  Mike Zafirovski
President and Chief Executive Officer
Nortel
195 The West Mall, Toronto, ON M9C 5K1 T 905-863-1101 mikez@nortel.com
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28 September
 /s/ Paviter BinningPaviter BinningConfirmed Start Date:
    
    12th November 2007Date of Birth:
    
    22nd May 1960Social Insurance Number:
 Mike Zafirovski
President and Chief Executive Officer
Nortel
195 The West Mall, Toronto, ON M9C 5K1 T 905-863-1101 mikez@nortel.com
 7