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                                                                    Exhibit 10.1

                                                                   [Nortel Logo]


                             NORTEL NETWORKS LIMITED

                               DIRECTORS' DEFERRED

                             SHARE COMPENSATION PLAN





                   AMENDED AND RESTATED AS OF JANUARY 1, 2002


















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                             NORTEL NETWORKS LIMITED
                               DIRECTORS' DEFERRED
                             SHARE COMPENSATION PLAN
                            (AS AMENDED AND RESTATED)



1.   BACKGROUND; PURPOSE OF THE PLAN

The Nortel Networks Limited Directors' Deferred Share Compensation Plan was
amended and restated to reflect the transactions contemplated by the plan of
arrangement (the "Plan of Arrangement") described in the Amended and Restated
Arrangement Agreement, made as of January 26, 2000, as amended and restated
March 13, 2000, among BCE Inc., Nortel Networks Corporation, New Nortel Inc. and
the other parties thereto. On May 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 ("Nortel
Limited") and New Nortel Inc. changed its name to Nortel Networks Corporation
("Nortel Corporation").

In connection with, and effective as of May 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.

On May 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) 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 27, 2000 in respect of services rendered by
Participants to Nortel Limited or Nortel Corporation, (ii) Share Units, as so
adjusted, credited to Participants' accounts prior to April 27, 2000 would
remain outstanding, (iii) Share Units, as so adjusted, would continue to be
credited under Section 7 of the Plan for the period prior to the Settlement
Date, and (iv) 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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                                       2

On June 9, 2000, the Board approved the amendment and restatement of the Plan,
(i) effective as of May 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) to reflect the suspension of the operation of
the Plan, effective April 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 27,
2000.

On January 24, 2002, the Board approved a further amendment and restatement of
the Plan, effective as of January 1, 2002, (i) 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) 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) to reflect the
re-commencement of the operation of the Plan as amended and restated herein.

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.

2.   DEFINITIONS

For the purposes of the Plan, the terms contained in this Section shall have the
following meanings.

"Administrator" 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 3 hereof.

"affiliated companies" shall have the meaning ascribed to the term "affiliated
bodies corporate" in Section 2(2) of the CBCA or such other meaning, and shall
include such other entities, as may be determined by the Committee.

"Agreement" 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 6 hereof.

"Aggregate Purchase Price" shall have the meaning assigned thereto in Section 8
hereof.

"Board" shall mean the Board of Directors of Nortel Limited.

"Broker" shall have the meaning assigned thereto in Section 10 hereof.

"Business Day" 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.

"CBCA" shall mean the Canada Business Corporations Act, R.S.C. 1985, c.C-44, as
amended from time to time.
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"Committee" 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.

"Common Share" shall mean a common share of Nortel Corporation, subject to
Section 16.

"Eligible Director" 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.

"Fees" shall mean the amount, expressed in U.S. dollars, of all fees payable by
Nortel Limited to an Eligible Director (i) for all services rendered as a member
of the Board, and/or any committees thereof, and (ii) 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.

"Market Value" 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 ("TSE") 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 ("NYSE"). 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) such Market Value as
determined above, if in Canadian dollars, or (b) 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.

"Nortel Corporation" shall mean Nortel Networks Corporation (known prior to May
1, 2000 as New Nortel Inc.) or its successors.
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"Nortel Limited" shall mean Nortel Networks Limited (known prior to May 1, 2000
as Nortel Networks Corporation) or its successors.

"Nortel Networks Companies" 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.

"Participant" shall mean an Eligible Director who participates in the Plan.

"Plan" shall mean the Nortel Networks Limited Directors' Deferred Share
Compensation Plan (as amended and restated) set forth herein and as may be
further amended or restated from time to time.

"Plan of Arrangement" shall have the meaning assigned to such term in Section 1
hereof.

"Price per Common Share" shall have the meaning assigned thereto in Section 8
hereof.

"Quarter" 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 31, June 30, September
30 and December 31.

"Quarterly Fee" shall mean the Fees earned for services rendered by an Eligible
Director in the applicable Quarter.

"Reference Date" 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's account and the Canadian dollar equivalent of the Quarterly Fee in
respect to such Quarter pursuant to Section 4 hereof; which date shall be,
unless otherwise determined by the Committee and approved by the Board,

     (i)  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

     (ii) 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.
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"Resignation Date" shall mean, in respect of a Participant, the earliest date on
which both of the following conditions are met:

(a)  the Participant has ceased to be a member of the Board for any reason
     whatsoever, including the death of the Participant; and

(b)  the Participant is neither an employee nor a member of the board of
     directors of any Nortel Networks Company.

"Settlement Date" shall mean, unless otherwise determined by the Committee for
the purpose of Section 8, the date on which Common Shares shall be delivered in
settlement of Share Units in accordance with Section 8 hereof.

"Share Unit" shall mean a unit credited to a Participant's account in accordance
with the terms and conditions of the Plan.

"Subsidiary" shall mean a body corporate that is a subsidiary of Nortel Limited
or Nortel Corporation within the meaning of Section 2(5) of the CBCA.

3.   ADMINISTRATION OF THE PLAN

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.

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.

Except as Participants may otherwise be advised by prior written notice of at
least thirty (30) days, all costs of the Plan, including any administration fees
and reasonable brokerage fees related to the purchase of Common Shares pursuant
to Section 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.
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4.   PARTICIPATION

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.

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's account under Section 9 hereof with
respect to each Quarter shall be equal to the quotient determined by dividing:
(i) the entire amount, expressed in U.S. dollars, of the Eligible Director's
Quarterly Fee for such Quarter, converted into Canadian dollars at the noon rate
of exchange of the Bank of Canada on the Reference Date for such Quarter; by
(ii) the Market Value of a Common Share on the Reference Date for such Quarter,
expressed in Canadian dollars.

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 4 in respect of all of his or her future Fees. Share
Units already credited to any such Participant'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 7 until such Participant's
Settlement Date.

5.   SHARES SUBJECT TO THE PLAN

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.

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 14 in respect of taxes payable or other source
deductions in respect of such cash payment.

6.   EXECUTION OF AGREEMENT

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
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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.

7.   DIVIDENDS AND RELATED AMOUNTS

A Participant shall, from time to time during such Participant's period of
participation under the Plan, including the period following the Resignation
Date and until the Settlement Date referred to in Section 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) the product determined by multiplying (a) 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)
the number of Share Units recorded in the Participant's account on the record
date for the payment of any such dividend, by (ii) 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.

8.   SETTLEMENT OF SHARE UNITS

Except as may be otherwise determined by the Committee or except as set forth
below in this Section 8, the settlement date ("Settlement Date") 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'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's financial results, the
Settlement Date shall, in such a case, be the fifth trading day immediately
following such release of Nortel Corporation's financial results. A Participant
shall receive, in full satisfaction of the number of Share Units recorded in the
Participant'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 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's Share Units in accordance with Section 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.

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 7 hereof and making the
calculation of Share Units recorded in the Participant's account pursuant to
this Section 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.
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In the event that Nortel Limited is unable, by a Participant's Settlement Date,
to compute the final number of Share Units credited to such Participant'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.

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:

(a)  the aggregate purchase price ("Aggregate Purchase Price") of the Common
     Shares;

(b)  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 ("Price per Common Share");

(c)  the amount of any reasonable brokerage commission related to such purchase
     of Common Shares; and

(d)  the Settlement Date for such purchase of Common Shares.

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.

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.

9.   PARTICIPANT'S ACCOUNT

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 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.
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10.  PURCHASES ON THE OPEN MARKET

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
"Broker"). 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:

(a)  the Broker's agreement with being so designated, to acting for the
     Participant'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

(b)  Nortel Limited'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,

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.

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.

11.  RIGHTS OF PARTICIPANTS

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 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.

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.
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12.  DEATH OF PARTICIPANT

In the event of a Participant's death, any and all Share Units then credited to
the Participant'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's legal representative.

13.  COMPLIANCE WITH APPLICABLE LAWS

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 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.

14.  WITHHOLDING TAXES

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.

15.  TRANSFERABILITY

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.

16.  ALTERATION OF NUMBER OF SHARE UNITS SUBJECT TO THE PLAN

In the event that:

(a)  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);

(b)  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
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                                       11


     other similar statutory procedure, or a share recapitalization, subdivision
     or consolidation or otherwise;

(c)  there shall be any change, other than those specified in paragraphs (a) and
     (b) of this Section 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

(d)  there shall be a distribution of assets or shares to shareholders of Nortel
     Corporation out of the ordinary course of business,

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.

In the case of any such substitution, change or adjustment as provided for in
this Section 16, the variation shall generally require that the dollar value of
the Share Units then recorded in the Participant'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.

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.

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 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.

17.  UNSECURED PLAN

Unless otherwise determined by the Committee, the obligations of Nortel Limited
under the Plan shall be general unsecured obligations of Nortel Limited.

18.  EFFECTIVE DATE OF THE PLAN

The Plan was originally effective with respect to certain fees payable to
Eligible Directors on or after June 30, 1998. The Plan was amended and restated
on April 27, 2000, effective as of May 1, 2000; was suspended on May 25, 2000,
effective April 27, 2000; was amended and restated on June 9, 2000, effective
May 1, 2000; and was amended and restated and the suspension lifted on January
24, 2002, effective January 1, 2002.
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19.  AMENDMENTS TO, SUSPENSION OR TERMINATION OF, THE PLAN

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.

If the Board terminates the Plan, Share Units previously credited to
Participants shall, at the discretion of the Board, either (a) become
immediately payable in accordance with the terms of the Plan in effect at such
time, or (b) remain outstanding and in effect and settled subject to and in
accordance with their applicable terms and conditions.

20.  GOVERNING LAW

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's agreement to be bound
thereby. The Plan shall be construed in accordance with and governed by the laws
of the Province of Ontario.