<PAGE>   1
                                                                   Exhibit 10.1



                               NORTEL NETWORKS CORPORATION
                               NORTEL NETWORKS LIMITED
                               8200 DIXIE ROAD SUITE 100
                               BRAMPTON ON  L6T 5P6  CANADA

         EXECUTIVE OFFICES

                               PRIVATE
                               -------

                               June 22, 2001


                               Mr. Lynton R. Wilson
                               483 Bay Street
                               Floor 7, North Tower
                               Toronto, Ontario
                               M5G 2E1

                               Dear Red:

                               In furtherance of your recent appointment as
                               non-executive Chairman of the Board of Nortel
                               Networks Corporation (NNC) and Nortel Networks
                               Limited (NNL) on April 26, 2001 and as approved
                               by the Boards of Directors on May 24, 2001, I am
                               pleased to set out the terms of your
                               remuneration. In accordance with the general
                               by-laws of NNC and NNL, your position as
                               non-executive Chairman is subject to an annual
                               appointment by the Boards of Directors of NNC and
                               NNL at the Board of Directors' organizational
                               meetings immediately following the annual
                               shareholders meetings.

                               During the term of your tenure as Chairman of the
                               Board and in compensation for your performance of
                               the duties of Chairman, NNC and NNL will each pay
                               you, in addition to the fees and retainers
                               received as a Director of NNC and NNL, a fee of
                               US$15,000 per month commencing on May 1, 2001.
                               You will be reimbursed for all reasonable travel,
                               living and entertainment expenses incurred by you
                               in the performance of your duties as Chairman of
                               the Board of NNC and NNL.

                               In addition, as further compensation for your
                               performance of the duties of Chairman, the NNC
                               Board of Directors confirmed the grant to you on
                               May 24, 2001 of 30,000 stock options under the
                               NNC 2000 Stock Option Plan. An instrument
                               evidencing the terms and conditions of your
                               option grant will be provided to you separately.
<PAGE>   2

                               In your role as Chairman, you will be made aware,
                               through meetings with senior officers and
                               materials sent to you, of ongoing corporate
                               activities which will include confidential
                               information not in the public domain. As a
                               result, it is a requirement that you maintain
                               such information confidential during the term of
                               your tenure as Chairman of the Board of NNC and
                               NNL and for a reasonable period after you cease
                               to be Chairman. From time to time, you may also
                               come into possession of material non-public
                               information which will restrict your ability to
                               trade in shares of NNC and NNL.

                               If you find the terms outlined above agreeable,
                               would you please evidence your acceptance and
                               agreement by signing the duplicate copy of this
                               letter and returning it to Deborah Noble,
                               Corporate Secretary of Nortel Networks
                               Corporation and Nortel Networks Limited.

                               Yours very truly,

                               "L. Y. Fortier"

                               L. Y. Fortier
                               Chairman
                               Committee on Directors

                               Nortel Networks Corporation
                               Director
                               Nortel Networks Limited

                               Accepted and Agreed:




                               "L.R. Wilson"
                               _______________________

                               L.R. Wilson