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                                                                    Exhibit 10.2

                   FIRST HALF 2002 SUCCESS BONUS PLAN SUMMARY
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         Nortel Networks SUCCESS Bonus Plan (the "SUCCESS Plan") is a
short-term, incentive bonus plan that provides payment potential to eligible
employees, twice per year, for their contributions to the success of Nortel
Networks Corporation and its subsidiaries (collectively, the "Company"),
conditioned on the Company meeting its objectives as determined by Nortel
Networks Corporation's Board of Directors or applicable committee.

         The SUCCESS Plan is intended to drive business performance and customer
and shareholder value by rewarding employees for their contributions to the
Company's overall success. An employee's contribution is determined by two
factors: (i) the impact of the employee's role on business results; and (ii) the
employee's achievement of individual performance objectives in a six-month time
period. The actual award received by an employee should reflect that employee's
contribution and the job's scope, complexity, and responsibilities during the
Plan Period and adjusted for corporate performance by the Nortel Networks
Performance Factor (as described below). Each calendar year consists of two Plan
Periods--the first, from January 1 through June 30 and the second, from July 1
through December 31.

         Any award to an individual, based on individual contribution and
measures of corporate performance, is determined at the discretion of the
Company.

ELIGIBILITY

         Generally, employees of the Company in professional/managerial job
families are eligible to participate in the SUCCESS Plan, subject to certain
exceptions, including: (i) employees who participate in other incentive plans,
are ineligible for SUCCESS during the full calendar month(s) when they
participate in the other incentive plan(s); (ii) students, co-op students,
interns, and non-payroll workers are ineligible for SUCCESS; (iii) to be
eligible for either a full or pro-rated payout for any given Plan Period, an
employee must have been actively employed in a SUCCESS-eligible role for at
least three full calendar months in that Plan Period, and he/she also must have
been an active employee in an eligible role, or in a role that is eligible for
another incentive payment, on or before April 1 and on June 30 (for the first
Plan Period of the year) and on or before October 1 and on December 31 (for the
second Plan Period of the year), provided that management may exercise its
discretion to make exceptions to the "active employee" service requirement.

SUCCESS PAYMENTS

         SUCCESS payments will be based on the following formula:
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         50% of Annual Base Salary as of a predetermined date before the end of
         the Plan Period x Award % x Nortel Networks Performance Factor.

         The final, total SUCCESS award payments for the Plan Period (reflecting
all elements of the Nortel Networks Performance Factor) is recommended by the
President and Chief Executive Officer of Nortel Networks Corporation and Nortel
Networks Limited (the "President and CEO") and approved by the JLRC at the end
of the Plan Period and shall reflect the Company's performance. The JLRC has the
ultimate authority to determine if a payment will be made.

Annual Base Salary is the yearly regular compensation paid to an employee,
excluding any other compensation, such as, but not limited to, bonuses,
commissions, overtime, and relocation benefits.

Award % is the percentage of Annual Base Salary that is used to compute the
SUCCESS award for each individual. Potentially, the Award % ranges from 0% to
400% of Annual Base Salary for all eligible jobs. For each Job Complexity
Indicator, however, there is a suggested narrower award range, intended to
reflect a trend in the market to give employees with higher levels of
responsibility a higher incentive potential as a percentage of base salary.

Nortel Networks Performance Factor is calculated based on the achievement of key
corporate objectives for the Plan Period, as approved by the JLRC at or around
the start of each Plan Period. This Nortel Networks Performance Factor focuses
on performance metrics, weightings, and specific targets to measure the
achievement of key corporate objectives, such as profitability and sales
revenue. Performance metrics are the general corporate goals for the Plan
Period, such as profitability, market momentum, or customer loyalty.

DISCRETIONARY BONUS POOL

         For each Plan Period, the JLRC shall consider the creation of an
additional Discretionary Bonus Pool to provide discretionary, incremental bonus
payments to individuals or groups whose relative contribution has significantly
added to the overall success of the Company. The distribution, if any, of the
monies in this Discretionary Bonus Pool is wholly within the discretion of the
President and CEO, subject to certain JLRC approvals required with respect to
participation by officers of the Company and the maximum amount of such bonus
payments.





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