##### 



Confidential Portions in Exhibit C omitted and filed separately with the Securities and
Exchange Commission. Bullet points denote omissions.
 Exhibit 10.10
 UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORKIn
re NORTEL NETWORKS CORP.
    
    x
    
    Civil Action No. 01-CV-1855 (RMB)SECURITIES LITIGATION
    
    ::::
    
    CLASS ACTIONThis Document Relates To:
    
    ::ALL ACTIONS.
    
    :x
 STIPULATION AND AGREEMENT OF SETTLEMENT (NORTEL I)
 In re Nortel Networks Corp. Securities Litigation
 Association de Protection des Epargnants et Investisseurs du Quebec v.
Corporation Nortel Networks




---



##### 



Frohlinger v. Nortel Networks Corporation et al
 In re Nortel
Networks Corp. Securities Litigation
 Gallardi
et al. v. Nortel Networks Corp. et al Skarstedt v. Corporation Nortel Networks
  2




---



##### 



In re Nortel Networks Corp. Securities Litigation
   3




---



##### 



4




---



##### 



The Wall Street Journal The National Post The Globe and Mail Toronto Star The Vancouver Sun The Vancouver Province La Presse see
 Canada Business Corporations Act, the Ontario Securities Act
 5




---



##### 



Securities Act
  6




---



##### 



7




---



##### 



8




---



##### 



Code of Civil
Procedure Class Proceedings Act, 1992 Proceedings Act
 9




---



##### 



DEFINITIONS
     Jeffery et al. v. Nortel Networks Corporation et al
  10




---



##### 



11




---



##### 



Indiana Electrical
Workers Pension Trust Fund IBEW and Laborers Local 100 and 397 Pension Fund v. Nortel
Networks Corporation Canada Business Corporations Act
   12




---



##### 



13




---



##### 



14




---



##### 



15




---



##### 



In re Norte Networks Corp. Securities Litigation
    16




---



##### 



In re Nortel Networks Corp. Securities Litigation
    17




---



##### 



Gallardi Action means Gallardi v. Nortel Networks Corporation et al
 Frohlinger v. Nortel Networks Corporation et
al
  18




---



##### 



19




---



##### 



de Protection des Epargnants et
Investisseurs du Quebec v. Corporation Nortel Networks
   Skarstedt v. Corporation Nortel Networks
 20




---



##### 



21




---



##### 



Canada
Business Corporations Act In re
Nortel Networks Securities and ERISA Litigation Rohac et al. v. Nortel Networks Corp. et al
  22




---



##### 



23




---



##### 



24




---



##### 



25




---



##### 



SCOPE AND EFFECT OF SETTLEMENT
    26




---



##### 



THE SETTLEMENT CONSIDERATION
   27




---



##### 



28




---



##### 



29




---



##### 



30




---



##### 



31




---



##### 



32




---



##### 



33




---



##### 



ADMINISTRATION
    34




---



##### 



35




---



##### 



ATTORNEYS FEES AND EXPENSES
  36




---



##### 



CLASS DISTRIBUTION ORDER/ADMINISTRATION EXPENSES
  37




---



##### 



DISTRIBUTION TO AUTHORIZED CLAIMANTS
    38




---



##### 



ADMINISTRATION OF THE SETTLEMENT
   39




---



##### 



40




---



##### 



41




---



##### 



42




---



##### 



TERMS OF ORDER FOR NOTICE AND HEARING
  43




---



##### 



TERMS OF ORDER AND FINAL JUDGMENT
   SUPPLEMENTAL AGREEMENT
  44




---



##### 



EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATION
   45




---



##### 



Class Proceedings Act
  46




---



##### 



47




---



##### 



(1)
    
    either (A) an MRRS decision document issued
pursuant to National Policy 12-201  Mutual Reliance Review System for
Exemptive Relief Applications, or any successor, replacement or
amending regulatory instrument (NI 12-201) exempting the issuance,
delivery and distribution of the Gross Settlement Shares in accordance
with the terms of the Settlement from the dealer registration and
prospectus requirements of all applicable Canadian provincial and
territorial securities legislation, and imposing only those limitations
on resale of Gross Settlement Shares in any Canadian province or
territory that are substantially equivalent to those set forth in
subsection (3) of section 2.6 of National Instrument 45-102  Resale of
Securities, together with all necessary comparable exemptive relief
issued by each of the non-principal regulators (as such term is defined
for the purposes of NI 12-201) that have opted out of the system for
the application for the aforementioned MRRS decision document (the
Exemptive
 48




---



##### 



Relief), which Exemptive Relief shall be in form and substance
satisfactory to Lead Plaintiffs Counsel acting reasonably; or (B) a
final MRRS decision document issued pursuant to National Policy
43-201  Mutual Reliance Review System for Prospectuses and Annual
Information Forms, or any successor, replacement or amending
regulatory instrument, (NI 43-201) evidencing that a receipt has
been obtained for a final prospectus of Nortel relating to the Gross
Settlement Shares in each Canadian province and territory where any
Settlement Shares may be distributed, together with all necessary
receipts for such final prospectus issued by each of the
non-principal regulators (as such term is defined for purposes of NI
43-201) that have opted out of the Mutual Reliance Review System for
such prospectus;
 (2)
    
    (A) should it be necessary, a no action
letter from the United States Securities and Exchange Commission with
respect to the issuance, delivery and distribution of the Gross
Settlement Shares in accordance with the terms of the Settlement
pursuant to the exemption from registration set forth in Section
3(a)(10) under the (United States) Securities Act of 1933, 15 U.S.C. §
77c(a)(I), as amended (the Securities Act) (if necessary, the No
Action Letter); or (B) if a No Action Letter should be necessary and
not be obtained, Nortel shall register the Gross Settlement Shares and
notice of effectiveness shall have been received confirming that the
 49




---



##### 



registration statement registering the Gross Settlement Shares under
the Securities Act and filed with the United States Securities and
Exchange Commission had been declared effective by such Commission;
 (3)
    
    all required approvals from the New York Stock
Exchange and the Toronto Stock Exchange with respect to the issuance,
delivery and distribution of the Gross Settlement Shares in accordance
with the terms of the Settlement (the Stock Exchange Approvals); and(4)
    
    all required approvals under U.S. state
securities or blue sky laws with respect to the issuance, delivery
and distribution of the Gross Settlement Shares in accordance with the
terms of the Settlement, including those with respect to the states of
Arizona and New York (Blue Sky Approvals);
    50




---



##### 



51




---



##### 



52




---



##### 



NO ADMISSION OF WRONGDOING
     53




---



##### 



MISCELLANEOUS PROVISIONS
   54




---



##### 



55




---



##### 



56




---



##### 



57




---



##### 



58




---



##### 



MILBERG WEISS BERSUAD
& SCHULMAN LLPBy:
    /s/ George A. BauerGeorge A. Bauer III (GB-2919)One Pennsylvania Plaza
New York, New York 10119-0165
Telephone: (212) 594-5300
Facsimile: (212) 868-1229Lead Plaintiffs CounselSHEARMAN & STERLING LLPBy:
    /s/ Stuart J. BaskinStuart J. Baskin (SB-9936)Tai H. Park (TP-2607)Marc D. Ashley (MA-8896)599 Lexington Avenue
New York, New York  10022-6069
Telephone: (212) 848-4000
Facsimile: (212) 848-7179Nortels Counsel 59




---



##### 



EXHIBIT A
 
 xIn re NORTEL NETWORKS CORP.
    
    :
    
    Civil
Action No. 01-CV-1855 (RMB)SECURITIES LITIGATION
    
    ::This Document Relates To:
    
    :
    
    CLASS ACTION:ALL ACTIONS.
    
    :x
 PRELIMINARY ORDER FOR NOTICE AND HEARING IN CONNECTION  WITH SETTLEMENT PROCEEDINGS




---



##### 



2




---



##### 



3




---



##### 



4




---



##### 



5




---



##### 



The Wall Street Journal USA Today The New York Times
  6




---



##### 



7




---



##### 



8




---



##### 



9




---



##### 



10




---



##### 



Dated:
    
    New York, New York, 2006
 UNITED STATES DISTRICT JUDGE
 11




---



##### 



EXHIBIT A-1
 NOTICE OF CERTIFICATIONS IN CANADA AND PROPOSED
SETTLEMENTS OF CLASS ACTIONS, MOTIONS FOR ATTORNEYS
FEES AND SETTLEMENT FAIRNESS HEARINGS (NORTEL I NOTICE)
  
    
    In Re Nortel Networks Corp. Securities
Litigation, Consolidated Civil Action
No.: 2001-CV-1855 (RMB) in the United
States District Court for the Southern
District of New York;
    
    Frohlinger v. Nortel Networks
Corporation et al, Court File No.:
02-CL-4605 in the Ontario Superior
Court of Justice;
    
    Association de Protection des
Epargnants et Investisseurs du Quebec
v. Corporation Nortel Networks, No.:
500-06-000126-017 in the Superior
Court of Quebec; and
    
    Jeffery et al. v. Nortel Networks
Corporation et al., Court File No.:
S015159 in the Supreme Court of
British Columbia.
 If you bought Nortel Networks Corporation (Nortel) common stock or call options on Nortel common
stock, or you wrote (sold) put options on Nortel common stock, during the period October 24, 2000
through February 15, 2001, inclusive (the Class Period), your rights may be affected by class
action lawsuit(s) and you may be entitled to a payment from a proposed class action settlement.
 Courts in the United States and Canada have authorized this notice.
This is not a solicitation from a lawyer.
 
    
    The Settlement described herein will provide total proceeds worth approximately $,
including $438,667,428 in cash, plus 314,333,875 shares of
common stock of Nortel (Settlement Shares), having an aggregate market value as of [date]
of approximately $, for the benefit of the Class described herein
(See response to question 1 below defining the Class and Class Members). Unless
otherwise stated, all dollar amounts referenced herein are in U.S. dollars.
    
    In addition, Nortel will adopt the corporate governance provisions described in Appendix
A of this Notice. Nortel will also contribute to the Class one-quarter of the recovery, if
any, it obtains in existing litigation by Nortel against certain former senior corporate
officers.
    
    The Settlement resolves lawsuits over whether Nortel misled investors about its historic
and future earnings during the Class Period. The Settlement is contingent upon court
approval of the settlement of several related actions against Nortel and other defendants
in the United States and Canada.
    
    Your legal rights are affected whether you act or do not act. Read this notice
carefully.




---



##### 



SUBMIT A CLAIM FORM BY
[November 30, 2006]
    
    The only way to get a distribution from the Net
Settlement Fund and Net Settlement Shares.EXCLUDE YOURSELF
(Opt-out of the Class)
BY [September 15, 2006]
    
    Get no payment. This is the only option that
allows you to ever be part of any other lawsuit
against Nortel and the other Released Parties
about the Settled Claims (as those terms are
defined herein at question 12) .OBJECT
BY [September 15, 2006]
    
    Write to the Courts) about why you do not like the
Settlement, Plan of Allocation, or Attorneys Fee
Applications. See responses to questions 18, 20
and 22 below.GO TO HEARINGS
    
    Ask to speak in Court(s) about the Settlement,
Plan of Allocation, or Attorneys Fee
Applications. See responses to questions 18, 20
and 22 below.DO NOTHING
    
    Get no payment. Give up rights.
 
    
    These rights and options  and the deadlines to exercise them are explained in this
notice.
    
    The Courts in charge of the various U.S. and Canadian actions subject to this Settlement
still have to decide whether to approve the Settlement. Payments will be made if all of
the Courts approve the Settlement and after appeals, if any, are resolved. Please be
patient.
  SUMMARY NOTICE
 Statement of Plaintiff Recovery
 1
 
 1
    
    An allegedly damaged share might have been
traded more than once during the Class Period, and the indicated average
recovery would be the total for all purchasers of that share. 2




---



##### 



See
 Statement of Potential Outcome of Case
   Statement of Attorneys Fees and Costs Sought
  
    
    Lead Plaintiffs Counsel in the U.S. Action are moving for an award to counsel of
attorneys fees in cash and shares in an amount not to exceed ten percent (10%) of the
Gross Settlement Fund, and for reimbursement of expenses incurred in connection with the
prosecution of the U.S. Action in an amount not to exceed $5 million.
    
    Ontario National Class Counsel will move before the Ontario Court for approval of an
award to them of counsel fees in cash and shares in an amount not to exceed point seven
percent (0.7%) of the Gross Settlement Fund, and for reimbursement of expenses incurred in
connection with the prosecution of the Ontario National Action in an amount not to exceed
$225,000.
    
    Quebec Class Counsel will move before the Quebec Court for approval of an award to them
of counsel fees in cash and shares in an amount not to exceed point forty five percent
(0.45%) of the Gross Settlement Fund, and for reimbursement of expenses incurred in
connection with the prosecution of the Quebec Action in an amount not to exceed $150,000.
    
    British Columbia Class Counsel will move before the British Columbia Court for approval
of an award to them of counsel fees in cash and shares in an amount not to exceed point
twenty five percent (0.25%) of the Gross Settlement Fund, and for reimbursement of expenses
incurred in connection with the prosecution of the British Columbia Action in an amount not
to exceed $100,000.
 3




---



##### 



Further Information
  
    
    For the U.S. Action: Lead Plaintiffs Counsel: George A. Bauer III, Esq.,
Milberg Weiss Bershad & Schulman LLP, One Pennsylvania Plaza, New York, New York
10119-0165; or Murray Gold, Koskie Minsky LLP, 20 Queen Street West, Suite 900,
Toronto, Ontario M5H 3R3.
    
    For the Ontario National Action: Ontario National Class Counsel: Joel P. Rochon,
Rochon Genova LLP, 121 Richmond Street West, Suite 900, Toronto, Ontario M5H 2K1.
    
    For the Quebec Action: Quebec Class Counsel: Daniel Belleau, Belleau Lapointe,
S.A., 306 Place DYouville, B-10, Montreal, Quebec H2Y 2B6.
    
    For the British Columbia Action: British Columbia Class Counsel: David Klein,
Klein Lyons, 1100-1333 West Broadway, Vancouver, British Columbia V6H 4C1.
 Reasons for the Settlement
   [END OF COVER PAGE]
 4




---



##### 



WHAT THIS NOTICE CONTAINS
 Table of Contents
 PageSUMMARY NOTICE
    
    
    2Statement of Plaintiff Recovery
    
    
    2Statement of Potential Outcome of Case
    
    
    3Statement of Attorneys Fees and Costs Sought
    
    
    3Further Information
    
    
    4Reasons for the Settlement
    
    
    4BASIC INFORMATION
    
    
    81. Why did I get this notice package?
    
    
    82. What are these lawsuits about?
    
    
    93. Why are these class actions?
    
    
    104. Why is there a Settlement?
    
    
    11WHO IS IN THE SETTLEMENT
    
    
    115. How do I know if I am part of the Settlement?
    
    
    116. Are there exceptions to being included?
    
    
    127. What if I am still not sure I am included?
    
    
    12THE SETTLEMENT BENEFITS  WHAT YOU GET
    
    
    138. What does the Settlement provide?
    
    
    139. How much will my payment be?
    
    
    13HOW YOU GET A PAYMENT  SUBMITTING A PROOF OF CLAIM FORM
    
    
    1410. How can I get a payment?
    
    
    1411. When will I get my payment?
    
    
    1412. What am I giving up to get a payment or stay in the Class?
    
    
    14




---



##### 



PageREQUESTING EXCLUSION (OPTING OUT) FROM THE SETTLEMENT
    
    
    1613. How do I get out of the proposed Settlement?
    
    
    1614. If I do not exclude myself, can I sue Nortel and the other Released
Parties for the same thing later?
    
    
    1715. If I exclude myself, can I get a payment from the proposed Settlement?
    
    
    17NOTICE REGARDING PERSONS OR ENTITIES
WHO PREVIOUSLY REQUESTED EXCLUSION FROM THE U.S. GLOBAL CLASS
    
    
    17THE LAWYERS REPRESENTING YOU
    
    
    1816. Do I have a lawyer in this case?
    
    
    1817. How will the lawyers and the Class Representatives be paid?
    
    
    18OBJECTING TO THE SETTLEMENT, PLAN OF ALLOCATION AND APPLICATIONS FOR ATTORNEYS FEES AND REIMBURSEMENT OF LITIGATION EXPENSES
    
    
    2018. How do I tell the Courts that I do not like the Settlement, the
proposed Plan of Allocation, and/or any of the applications for attorneys fees
and reimbursement of litigation expenses?
    
    
    2019. What is the difference between objecting and excluding?
    
    
    21THE SETTLEMENT FAIRNESS HEARINGS
    
    
    2120. When and where will the Courts decide whether to approve the proposed
Settlement?
    
    
    2221. Do I have to come to any of the Settlement Fairness Hearings?
    
    
    2222. May I speak at the Settlement Fairness Hearings?
    
    
    23IF YOU DO NOTHING
    
    
    2323. What happens if I do nothing at all?
    
    
    23GETTING MORE INFORMATION
    
    
    2324. Are there more details about the proposed Settlement?
    
    
    2325. How do I get more information?
    
    
    24PLAN OF ALLOCATION OF SETTLEMENT PROCEEDS AMONG CLASS MEMBERS
    
    
    24
 6




---



##### 



PageSPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES
    
    
    28NORTEL: CORPORATE GOVERNANCE PROVISIONS
    
    
    30
 7




---



##### 



BASIC INFORMATION
      Court
    
    ActionUnited States District Court for the
Southern District of New York (U.S.
Court)
    
    In re Nortel Networks Corp.
Securities Litigation,
Consolidated Civil Action No.
01-CV-1855 (RMB) (U.S.
Action)Ontario Superior Court of Justice
(Ontario Court)
    
    Frohlinger v. Nortel Networks
Corporation et al., Court File
No. 02-CL-4605 (Ontario
National Action)Superior Court of Quebec, District of
Montreal (Quebec Court)
    
    Association de Protection des
Epargnants et Investisseurs du
Quebec v. Corporation Nortel
Networks, No :500-06-000126-017 (Quebec
Action)British Columbia Supreme Court (B.C.
Court)
    
    Jeffery et al. v. Nortel
Networks Corporation et al.,
Vancouver Registry, Court File
No. S015159 (British Columbia Action)




---



##### 




    
    Ontario National Class: All persons or entities, except members of the Quebec Class or
British Columbia Class, who while residing in Canada at the time, purchased Nortel common
stock or call options on Nortel common stock, or wrote (sold) put options on Nortel common
stock, during the period between October 24, 2000 through February 15, 2001, inclusive.
    
    Quebec Class: All persons, who, while residing in Quebec at the time, purchased Nortel
common stock or call options on Nortel common stock, or wrote (sold) put options on Nortel
common stock, during the period between October 24, 2000 through February 15, 2001,
inclusive.
    
    British Columbia Class: All persons or entities, who, while residing in British Columbia
at the time, purchased Nortel common stock or call options on Nortel common stock, or wrote
(sold) put options on Nortel common stock, during the period between October 24, 2000
through February 15, 2001, inclusive.
      9




---



##### 



Nortel I Action
    
    Class RepresentativesU.S. Action
    
    Ontario Public Service Employees Union Pension Plan Trust FundOntario National Action
    
    Leslie FrohlingerQuebec Action
    
    Association de Protection des Epargants et Investisseurs du
Quebec and Andre DussaultBritish Columbia Action
    
    Janie Jeffery and Ronald Mensing
 10




---



##### 



WHO IS IN THE SETTLEMENT
   all persons and entities who purchased Nortel common stock, who
purchased call options on Nortel common stock or who wrote (sold) put options on Nortel common
stock (the Nortel Securities) during the period between October 24, 2000 through February 15,
2001, inclusive (the Class Period) and who suffered damages thereby, including, but not limited
to, those persons or entities who traded in Nortel Securities on the New York Stock Exchange and/or
the Toronto Stock Exchange
 all persons
and entities who purchased Nortel common stock, who purchased call options on Nortel common stock
or who wrote (sold) put options on Nortel common stock during the period between October 24, 2000
through February 15, 2001, inclusive
 11




---



##### 



see
  sold sold purchased purchased purchased wrote sold
  www  com
 12




---



##### 



THE SETTLEMENT BENEFITS  WHAT YOU GET
  date
  In re Nortel Networks Corp. Securities Litigation April 24, 2003 through April 27, 2004, inclusive (the Nortel II Class Period)
    13




---



##### 



Fonds d aide aux recours collectifs
 HOW YOU GET A PAYMENT  SUBMITTING A PROOF OF CLAIM FORM
  www.
..com   2006
  2006
    14




---



##### 



Canada Business Corporations Act Employee Retirement Income Security Act of 1974 In re Nortel Networks Securities and ERISA Litigation Rohac et al. v. Nortel Networks Corp. et al. Indiana Electrical Workers Pension Trust Fund IBEW and Laborers Local 100 and 397 Pension Fund v.
Nortel Networks Corporation
    15




---



##### 



REQUESTING EXCLUSION (OPTING OUT) FROM THE SETTLEMENT
   Nortel I Securities Litigation
 16




---



##### 



2006
   NOTICE REGARDING PERSONS OR ENTITIES WHO PREVIOUSLY REQUESTED
EXCLUSION FROM THE U.S. GLOBAL CLASS
      17




---



##### 



THE LAWYERS REPRESENTING YOU
   
    
    For the U.S. Action: Lead Plaintiffs Counsel: Milberg Weiss Bershad & Schulman
LLP, One Pennsylvania Plaza, New York, New York 10119-0165; assisted by Koskie
Minsky LLP, 20 Queen Street West, Suite 900, Toronto, Ontario M5H 3R3. On May 18,
2006 in the United States District Court for the Central District of California
(Los Angeles), Milberg Weiss Bershad & Schulman LLP and two of its partners, David
J. Bershad and Steven G. Schulman, were named as defendants in an indictment based
on allegations that are unrelated to the present case. Milberg Weiss Bershad &
Schulman LLP and the two partners have publicly stated that they are innocent and
intend to fight the charges.
    
    For the Ontario National Action: Rochon Genova LLP, 121 Richmond Street West,
Suite 900, Toronto, Ontario M5H 2K1 and Lerners LLP, 130 Adelaide Street West,
Suite 2400, Toronto, Ontario M5H 3P5;
    
    For the Quebec Action: Belleau Lapointe, S.A., 306 Place DYouville, B-10,
Montreal, Quebec H2Y 2B6, assisted by Unterberg Labelle Lebeau s.e.n.c, 1980
Sherbrooke west, H3H 1E8;
    
    For the British Columbia Action: Klein Lyons, 1100-1333 West Broadway,
Vancouver, British Columbia V6H 4C1.
    18




---



##### 



19




---



##### 



OBJECTING TO THE SETTLEMENT, PLAN OF ALLOCATION AND
APPLICATIONS FOR ATTORNEYS FEES AND REIMBURSEMENT OF
LITIGATION EXPENSES
  18.
    
    How do I tell the Courts that I do not like the Settlement, the proposed Plan of Allocation,
and/or any of the applications for attorneys fees and reimbursement of litigation expenses?
   In re Nortel I
Securities Litigation
 20




---



##### 



THE SETTLEMENT FAIRNESS HEARINGS
  21




---



##### 




    
    in the U.S. Action: at ___.: ___ ___m. on___day,, 2006, at the United States District Court for the
Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl
Street, New York, NY.
    
    in the Ontario National Action: at ___.: ___ ___m. on___day,, 2006 , at the Ontario Superior Court
of Justice, 361 University Avenue, Toronto, Ontario.
    
    in the Quebec Action: at ___.: ___ ___m. on___day,, 2006, at the Superior Court of Quebec, District
of Montreal, 1 Notre-Dame East, Montreal, Quebec.
    
    in the British Columbia Action at___.: ___ ___m. on___day,, 2006, at the Supreme Court of British
Columbia, 800 Smithe Street, Vancouver, British Columbia.
     22




---



##### 



IF YOU DO NOTHING
   GETTING MORE INFORMATION
  www.  .com
 com
 23




---



##### 




    
    In the U.S. Action: at the Office of the Clerk, United States District Court for the
Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl
Street, New York, NY.
    
    In the Ontario National Action: at the Civil Court Office, Ontario Superior Court of
Justice, 393 University Avenue, 10th Floor, Toronto, Ontario.
    
    In the Quebec Action: at the Office of the Special Clerk, Superior Court of Quebec, 1
Notre-Dame East, Montreal, Quebec.
    
    In the British Columbia Action at the Supreme Court of British Columbia, 800 Smithe
Street, Vancouver, British Columbia.
 PLAN OF ALLOCATION OF SETTLEMENT PROCEEDS
AMONG CLASS MEMBERS
    24




---



##### 



2
  To the extent a claimant had a gain from his, her or its overall transactions in Nortel common
stock and/or Nortel put and call options during the Class Period, the value of the Recognized Claim
will be zero. Such claimants will in any event be bound by the Settlement. You may wish to
consider this when deciding to opt out.
 Common Stock Purchases:
  3
  Call Option Purchases:
 not owned as of the close of trading on February 15, 2001
 and owned as of the
close of trading on February 15, 2001
 
 2
    
    Nortels price actual decline was
approximately 33% but eliminating the days general market decline, 27.5%
is attributed by Lead Plaintiff to the removal of the alleged artificial
inflation.3
    
    Class members who sold Nortel Common Stock at
a loss prior to the close of trading on February 15, 2001 would face a
potential defense that their loss was not related to the alleged
misrepresentation because the same alleged misrepresentations affected both
their purchase and sale. The discount to 10% reflects this greater difficulty
such Class Members would face. 25




---



##### 



the lesser of : (a) 4 or (b)
   Put Option Sales:
 not the obligation of the claimant as of the close of trading on
February 15, 2001
 which were the
obligation of the Authorized Claimant at the close of trading on February 15, 2001 the lesser of 5 or
 that were put to the
Authorized Claimant (i.e. exercised)
   
 4
    
    This discount reflects the fact that a
purchase of a call option includes the payment of a time premium.5
    
    For Nortel put options sold (written) during
the Class Period that expired unexercised, an Authorized Claimants
Recognized Claim shall be $0.00. 26




---



##### 



pro rata pro rata
 pro
rata
   27




---



##### 



Fonds daide aux recours collectifs
 SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES
  28




---



##### 



By Order of the Courts
 29




---



##### 



APPENDIX A
 NORTEL: CORPORATE GOVERNANCE PROVISIONS
 Corporate Governance Enhancements




---



##### 



31




---



##### 



32




---



##### 



EXHIBIT A-2
 PROOF OF CLAIM AND RELEASE
 This Proof of Claim and Release relates to the following actions (the Nortel I Actions):
 
    
    In Re Nortel Networks Corp. Securities Litigation, Consolidated Civil Action No.:
2001-CV-1855 (RMB) in the United States District Court for the Southern District
of New York;
 
    
    Frohlinger v. Nortel Networks Corporation et al, Court File No.: 02-CL-4605 in
the Ontario Superior Court of Justice;
 
    
    Association de Protection des Épargnants et Investisseurs du Québec v.
Corporation Nortel Networks, No.: 500-06-000126-017 in the Superior Court of
Quebec; and
 
    
    Jeffery et al. v. Nortel Networks Corporation et al., Court File No.: S015159 in
the Supreme Court of British Columbia.
 
  also you should have also received
another Notice and you should also submit a separate Proof of Claim for those
securities on the [COLOR] Proof of Claim form relating to a separate class action
covering that time period (copies of that [COLOR] form are available from [Claims
Administrator]. This [ANOTHER COLOR] Proof of Claim should be submitted with
respect to only your purchases during the




---



##### 



2




---



##### 



CLAIMANTS STATEMENT
      3




---



##### 



4




---



##### 



City
    
    State / Province
    
    Zip Code / Postal Code
  Street No.City
    
    State / Province
    
    Zip Code / Postal Code( ) ________________
    
    ( ) ________________Telephone No. (Day)
    
    Telephone No. (Night)Check one:___ Individual
    
    ___ Corporation___ Joint Owners
    
    ___ IRA/RRSP___ Estate
    
    ___ Other ___ (specify)
  ___ USA
    
    ___ Canadian
    
    ___ Other
 Place of residence at the time you purchased Norte! common stock or call options on
Nortel common stock or wrote (sold) put options on Nortel common stock:
 State / Province
    
    Country
 If the Place of residence indicated above is Quebec, and if you are a legal person
established for a private interest, a partnership or an association, indicate
whether, at any time during the I2-month period preceding February 18, 2005, more
than 50 employees were under your direction or control. /___/
 FOR NORTEL COMMON STOCK :
   5




---



##### 



Aggregate CostDate(s) of Purchase
    
    Number of Shares of
    
    Purchase Price Per
    
    (including(List Chronologically)
    
    Common Stock
    
    Share of Common
    
    commissions, taxes,(Month/Day/Year)
    
    Purchased
    
    Stock
    
    and fees)___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $
  Date(s) of Sale
    
    
    
    
    
    Amount Received(List Chronologically)
    
    Number of Shares of
    
    Sale Price Per Share
    
    (net of commissions,(Month/Day/Year)
    
    Common Stock Sold
    
    of Common Stock
    
    taxes, and fees)___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $
  FOR CALL OPTIONS ON NORTEL COMMON STOCK :
  Date Purchased(List Chronologically)
    
    
    
    
    
    Expiration Date(Month/Day/Year)
    
    Number of Contracts
    
    Strike Price
    
    (Month/Day/Year)
    
    Aggregate Cost___/___/___
    
    
    
    $
    
    ___/___/______/___/___
    
    
    
    $
    
    ___/___/______/___/___
    
    
    
    $
    
    ___/___/______/___/___
    
    
    
    $
    
    ___/___/___
  Aggregate CostDate of Purchase
    
    
    
    
    
    
    
    
    
    (including(List Chronologically)
    
    
    
    
    
    Expiration Date
    
    
    
    commissions, taxes,(Month/Day/Year)
    
    Number of Contracts
    
    Strike Price
    
    (Month/Day/Year)
    
    Price Paid Per Share
    
    and fees)___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $
 6




---



##### 



Amount ReceivedDate of Sale
    
    
    
    
    
    
    
    
    
    (net of(List Chronologically)
    
    
    
    
    
    Expiration Date
    
    Sale Price
    
    commissions,(Month/Day/Year)
    
    Number of Contracts
    
    Strike Price
    
    (Month/Day/Year)
    
    Per Share
    
    taxes, and fees)___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $
  Date of Exercise
    
    
    
    Expiration Date(Month/Day/Year)
    
    Strike Price
    
    (Month/Day/Year)
    
    Number of Contracts___/___/___
    
    $
    
    ___/___/______/___/___
    
    $
    
    ___/___/______/___/___
    
    $
    
    ___/___/______/___/___
    
    $
    
    ___/___/___
  Expiration DateNumber of Contracts
    
    Strike Price
    
    (Month/Day/Year)$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___
 FOR PUT OPTIONS ON NORTEL COMMON STOCK :
  Expiration DateNumber of Contracts
    
    Strike Price
    
    (Month/Day/Year)$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___
 7




---



##### 



Date of Writing
    
    
    
    
    
    
    
    
    
    Amount Received(Sale) (List
    
    
    
    
    
    
    
    
    
    (net ofChronologically)
    
    
    
    
    
    Expiration Date
    
    Sale Price
    
    commissions, taxes,(Month/Day/Year)
    
    Number of Contracts
    
    Strike Price
    
    (Month/Day/Year)
    
    Per Share
    
    and fees)___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $
  Aggregate CostDate of Purchase
    
    
    
    
    
    
    
    
    
    (including(List Chronologically)
    
    
    
    
    
    Expiration Date
    
    Price Paid
    
    commissions, taxes,(Month/Day/Year)
    
    Number of Contracts
    
    Strike Price
    
    (Month/Day/Year)
    
    Per Share
    
    and fees)___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $
  Expiration Date
    
    Date of ExerciseNumber of Contracts
    
    Strike Price
    
    (Month/Day/Year)
    
    (Month/Day/Year)$
    
    ___/___/___
    
    ___/___/___$
    
    ___/___/___
    
    ___/___/___$
    
    ___/___/___
    
    ___/___/___$
    
    ___/___/___
    
    ___/___/___
  Expiration DateNumber of Contracts
    
    Strike Price
    
    (Month/Day/Year)$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___
 8




---



##### 



Individuals:Social Security Number
    
    or
    
    Social Insurance NumberEstates, Trusts, Corporations, etc.:Taxpayer Identification Number
    
    
    
    Business Number/Trust NumberCertification
 U.S. Persons and Entities
  Canadian or Other Non-U.S. Persons and Entities
 9




---



##### 



Signature of Claimant (If this claim is being
made on behalf of Joint Claimants, then
each must sign)(Signature)(Signature)(Title/Capacity of person(s) signing, e.g. beneficial
purchaser(s), president, executor, administrator,
trustee, etc.)
 
 10




---



##### 



REMINDER CHECKLIST
 o
 o
 o
 o
 11




---



##### 



NOTE: RECEIPT ACKNOWLEDGMENT NEEDED
 
 12




---



##### 



EXHIBIT A-3
 NORTEL I SECURITIES LITIGATION
 SUMMARY NOTICE OF PROPOSED SETTLEMENT, CERTIFICATION OF
CANADIAN ACTIONS, MOTIONS FOR LEGAL FEES AND SETTLEMENT
FAIRNESS HEARINGS
 THIS NOTICE MAY AFFECT YOUR RIGHTS, PLEASE READ CAREFULLY
 TO ALL PERSONS OR ENTITIES WHO PURCHASED NORTEL NETWORKS CORPORATION (NORTEL) COMMON STOCK OR CALL OPTIONS ON
NORTEL COMMON STOCK OR WROTE (SOLD) PUT OPTIONS ON NORTEL COMMON STOCK (COLLECTIVELY NORTEL SECURITIES) DURING THE
PERIOD OCTOBER 24, 2000 THROUGH FEBRUARY 15, 2001 (THE CLASS PERIOD), INCLUSIVE, INCLUDING, BUT NOT LIMITED TO,
THOSE PERSONS WHO TRADED IN NORTEL SECURITIES ON THE NEW YORK STOCK EXCHANGE AND/OR THE TORONTO STOCK EXCHANGE.
  
    
    In Re Nortel Networks Corp. Securities Litigation, Consolidated Civil Action No.: 2001-CV-1855 (RMB) in the
United States District Court for the Southern District of New York (New York Court) (U.S. Action);
    
    Frohlinger v. Nortel Networks Corporation et at, Court File No.: 02-CL4605 In the Ontario Superior Court of
Justice (Ontario Court) (Ontario National Action);
    
    Association de Protection des Éspargnants et Investisseurs du Québec v. Corporation Nortel Networks, No.:
500-06-000126-017 in the Superior Court of Quebec (Quebec Court) (Quebec Action); and
    
    Jeffery et al. v. Nortel Networks Corporation, et al., Court File No.: S015159 in the Supreme Court of
British Columbia (B.C. Court) (B.C. Action).
 
    
    in the U.S. Action: at ___:___.m. on day, ___, 2006, at the United States District Court for the
Southern District of New York, Daniel Patrick Moynihan United States Courthouse,
500 Pearl Street, New York, NY.
    
    in the Ontario National Action: at ___:___.m. on day, ___, 2006, at the Ontario Superior Court of
Justice, 381 University Avenue, Toronto, Ontario.
    
    in the Quebec Action: at ___:___.m. on day, ___, 2006, at the Superior Court of Quebec, District of
Montreal, 1 Notre-Dame East, Montreal, Quebec.
    
    In the British Columbia Action at ___:___.m. on day, ___, 2006, at the Supreme Court of British Columbia, 800




---



##### 



2




---



##### 



EXHIBIT A-4
 LOGO  The Garden City Group, Inc.
 Nortel I and II Canadian Actions




---



##### 



Table of Contents
 INTRODUCTION
    
    
    11.
    
    Legal Notice Communication Methodology
    
    
    12.
    
    Multi-National Legal Notice Experience
    
    
    33.
    
    Media Rationale Overview
    
    
    34.
    
    Direct Mail
    
    
    35.
    
    Publication
    
    
    56.
    
    Notice Program Strategy
    
    
    67.
    
    Publication Analysis
    
    
    88.
    
    Frequency Rationale
    
    
    109.
    
    Prominent Ad Position, Formatting and Plain Language
    
    
    1010.
    
    Internet Banner Advertising
    
    
    1111.
    
    Media Relations
    
    
    1112.
    
    Toll Free Information Line
    
    
    1113.
    
    Web Site
    
    
    1214.
    
    Conclusion
    
    
    1215.
    
    Budget Overview
    
    
    1216.
    
    Publication Summary
    
    
    1217.
    
    Media Definitions
    
    
    1418.
    
    Syndicated Research Definitions
    
    
    15Exhibit 1
    
    
    16Exhibit 2
    
    
    32
 i




---



##### 



Introduction
 (NYSE
symbols CRD.A/CRD/B)
 WorldCom Royal Ahold IPO
 Jeanne C. Finegan, Senior Vice President, GCG
 The National Law Journal The ABAs Class Action Litigation
Reporter The International Risk Management Institute
 Exhibit l
 1. Legal Notice Communication Methodology 1
 Daubert v. Merrell
Dow Pharmaceuticals Kumho Tire Co. v. Carmichael 1) Apply a technique that can be tested by peers; and 2) Use industry accepted
methodology
 
 1
    
    The Canadian plan was calculated based on data
provided by the Print Measurement Bureau (PMB) and The Newspaper Audience
Databank (NADbank).




---



##### 



2 3
 
 2
    
    The Nortel I Settlement includes three actions
covered by Canadian Law: (i) Law, et al., v. Norte/ Networks Corp., et
al., Ontario Superior Court of Justice Commercial List, Court file No.
02-CL-4605 (the Ontario Action); (ii) Jeffrey, et al., v.
Norte, Networks Corp., et al., Supreme Court of British Columbia, No.
S015159 Vancouver Registry (the British Columbia Action);
and (iii) Association de Protection des Epargnants et Investissuers du
Quebec v. Norte/ Networks Corp., Superior Court, District of Montreal No.:
500-06-000 126-017 (the Quebec Proceeding).The Norte/ 11 Settlement includes two actions governed by Canadian
law: (i) Gallardi v. Norte! Networks Corp., Ontario Superior Court of
Justice Commercial List, Court No. 05-CV-285606CP (the Ontario
Action); Skarstedt v. Nortel Networks Corp., Superior Court,
District of Montreal, No. 500-06-000277-059 (the Quebec
Proceeding).These five actions/proceedings are collectively referred to herein as the
Canadian Actions.3
    
    Reach is the number or percentage of
different persons exposed to a specific media schedule. 2




---



##### 



2. Multi-National Legal Notice Experience
 Vancouver Womens Health Collective Society v. A.H.
Robins Co. Lindsey v. Dow Corning Corp., Civil Action
No. CV 94-P-11558-S
 In re Vancouver Womens Health Collective Socy v. A. H. Robins Co. , . In an appellate opinion, the Honorable Robert R. Merhige, Jr., Senior District
Judge found that [**15]  the notification program used by Robins was, under the circumstances,
reasonable. The evidence indicates that every news outlet in the world received the information.
Similarly, there is fairly strong evidence that the news was broadly disseminated worldwide. A
battery of world health and welfare organizations also disseminated the information. It appears to
this court that the extensive notification program was a success.
 Lindsey. et al., v. Dow Corning Corp., et al. , . In an
order approving the Notice of Settlement, United States District Judge Samuel J Pointer, Jr.,
stated, Indeed, the efforts to provide information to such persons must be viewed as among the
most extensive and complete ever undertaken. The court finds and concludes that, under these
circumstances, the notice program, with all its components, satisfies constitutional requirements
and, in the words of
  3. Media Rationale Overview
   4. Direct Mail
  3




---



##### 



4




---



##### 



5. Publication
   People who own common or preferred stock.
 4
  Demographic Profile  Canada
  Men
    
    
    62.38
    %Women
    
    
    37.62
    %Age 35-64
    
    
    67.15
    %Own Home
    
    
    87.84
    %Employed
    
    
    66.00
    %Employed Full Time
    
    
    62.99HHI $75K-$150K
    
    
    57.10
    %HHI $50K+
    
    
    79.72
    %English Canada
    
    
    76.64
    %French Canada
    
    
    23.36
    %
 
 4
    
    Detailed explanations of reach and frequency
are found on the Definitions page. 5




---



##### 



Married
    
    
    77.44
    %Ontario
    
    
    40.29
    %Quebec
    
    
    25.90
    %British Columbia
    
    
    13.59
    %Albert
    
    
    10.37
    %Manitoba/Saskatchewan
    
    
    5.69
    %
  6. Notice Program Strategy
   Canadian Province
    
    
    English
    
    
    French
    
    
    Total Population
    
    
    % Speak FrenchNewfoundland and
Labrador
    
    
    
    500,065
    
    
    
    2,180
    
    
    
    508,075
    
    
    
    0.43
    %Prince Edward Island
    
    
    
    125,215
    
    
    
    5,670
    
    
    
    133,385
    
    
    
    4.25
    %Nova Scotia
    
    
    
    834,315
    
    
    
    34,155
    
    
    
    897,570
    
    
    
    3.81
    %New Brunswick
    
    
    
    465,720
    
    
    
    236,775
    
    
    
    719,710
    
    
    
    32.90
    %Quebec
    
    
    
    572,085
    
    
    
    5,788,655
    
    
    
    7,125,580
    
    
    
    81.24
    %Ontario
    
    
    
    8,079,500
    
    
    
    493,630
    
    
    
    11,285,550
    
    
    
    4.37
    %Manitoba
    
    
    
    836,980
    
    
    
    44,775
    
    
    
    1,103,700
    
    
    
    4.06
    %Saskatchewan
    
    
    
    625,865
    
    
    
    18,035
    
    
    
    963,150
    
    
    
    1.87
    %Alberta
    
    
    
    2,405,935
    
    
    
    59,735
    
    
    
    2,941,150
    
    
    
    2.03
    %British Colombia
    
    
    
    2,865,300
    
    
    
    56,100
    
    
    
    3,868,875
    
    
    
    1.45
    %Yukon Territory
    
    
    
    24,840
    
    
    
    890
    
    
    
    28,525
    
    
    
    3.12
    %Northwest Territories
    
    
    
    28,985
    
    
    
    965
    
    
    
    37,105
    
    
    
    2.60
    %Nunavut
    
    
    
    7,370
    
    
    
    400
    
    
    
    26,665
    
    
    
    1.50
    %Total
    
    
    
    17,572,175
    
    
    
    6,741,965
    
    
    
    29,639,040
    
    
    
    22.75
    %
 Total French Speakers
    
    
    6,741,965% French Speakers of Total Pop.
    
    
    22.75
    %
 6




---



##### 



*
    
    Includes people who speak English & French and other languages     Canadian Magazines Selected for this Legal Notice Program
 Canadian Business
    
    BI-Weekly
    
    E
    
    
    92,000
    
    
    
    11.8
    
    
    
    1,085,600
    
    
    1/2
Page
    
    
    1Macleans
    
    Weekly
    
    E
    
    
    822,000
    
    
    
    7.1
    
    
    
    5,836,200
    
    
    1/2
Page
    
    
    2Lactualite
    
    Monthly
    
    F
    
    
    191,000
    
    
    
    6.0
    
    
    
    1,146,000
    
    
    Full Page
    
    
    1Report on Business Magazine (Globe & Mail)
    
    Monthly
    
    E
    
    
    288,000
    
    
    
    5.0
    
    
    
    1,440,000
    
    

1/2 Parke
    
    
    1Financial Post Business Magazine
    
    Monthly
    
    E
    
    
    221,000
    
    
    
    5.9
    
    
    
    1,303,900
    
    
    1/2
Page
    
    
    1Time Canada
    
    Weekly
    
    E
    
    
    239,000
    
    
    
    11.5
    
    
    
    2,748,500
    
    
    1/2
Page
    
    
    1MoneySense
    
    7X/Year
    
    E
    
    
    115,000
    
    
    
    8.2
    
    
    
    943,000
    
    
    1/2
Page
    
    
    1Readers Digest (English Edition)
    
    Monthly
    
    E
    
    
    1,990,000
    
    
    
    7.2
    
    
    
    14,328,000
    
    
    Full Page
    
    
    2Readers Digest (French Edition)
    
    Monthly
    
    F
    
    
    250,000
    
    
    
    5.2
    
    
    
    1,300,000
    
    
    Full Page
    
    
    1Canadian Living
    
    Monthly
    
    E
    
    
    538,000
    
    
    
    8.2
    
    
    
    4,411,600
    
    

1/2 Page
    
    
    1Coup de Pouce
    
    Monthly
    
    F
    
    
    230,000
    
    
    
    6.2
    
    
    
    1,426,000
    
    
    Full Page
    
    
    1Canadian Geographic
    
    Monthly
    
    E
    
    
    230,000
    
    
    
    17.8
    
    
    
    4,094.000
    
    

1/2 Page
    
    
    1Chatelaine (English Edition)
    
    Monthly
    
    E
    
    
    697,000
    
    
    
    6.4
    
    
    
    4,460,800
    
    
    1/2
Page
    
    
    1Chatelaine (French Edition)
    
    Monthly
    
    F
    
    
    209,000
    
    
    
    6.2
    
    
    
    1,295,800
    
    
    Full Page
    
    
    1The National Post (Wed)
    
    Daily
    
    E
    
    
    248,000
    
    
    
    3.4
    
    
    
    843,200
    
    
    1/4
Page
    
    
    1The National Post (Sat)
    
    Daily
    
    E
    
    
    268,000
    
    
    
    2.6
    
    
    
    696,800
    
    
    1/4
Page
    
    
    1The
Globe and Mall(Daily  Report on Business Section)
    
    Daily
    
    E
    
    
    322,000
    
    
    
    4.1
    
    
    
    1,320,200
    
    
    1/4
Page
    
    
    1The
Globe and Mail(Sat  Report on Business Section)
    
    Daily
    
    E
    
    
    402,000
    
    
    
    3.2
    
    
    
    1,286,400
    
    
    1/4
Page
    
    
    1
 
 *
    
    Unit Size will depend on final size of Summary Notices. 7




---



##### 



Toronto Star
    
    Toronto (Ontario)
    
    E
    
    2
    
    114 Page
    
    Sat.
    
    
    673,663
    
    
    Wed.
    
    
    462,985Toronto Sun
(Mon-Fri),
    
    Toronto (Ontario)
    
    E
    
    2
    
    1/2 Page Tab
    
    Sun.
    
    
    337,000
    
    
    Mon.
    
    
    194,000Le Journal de
Montreal (Mon-Fri)
    
    Montreal (Quebec)
    
    F
    
    2
    
    Full Page Tab,
    
    Sat.
    
    
    321,000
    
    
    Wed.
    
    
    268,000Montreal Gazette
    
    Montreal (Quebec)
    
    E
    
    2
    
    1/4 Page
    
    Sat.
    
    
    153,016
    
    
    Wed.
    
    
    136,818La Presse
    
    Montreal (Quebec)
    
    F
    
    1
    
    1/2 Page
    
    Sat.
    
    
    277,935
    
    
    N/A
    
    
    N/AThe Vancouver Sun
    
    Vancouver (BritishColumbia)
    
    E
    
    2
    
    1/4 Page
    
    Sat.
    
    
    230,526
    
    
    Wed.
    
    
    173,145Ottawa Citizen
    
    Ottawa- Hull(Ontario-Quebec)
    
    E
    
    2
    
    1/4 Page
    
    Sat.
    
    
    156,657
    
    
    Wed.
    
    
    127,792La Droll
    
    Ottawa-Hull(Ontario-Quebec)
    
    F
    
    1
    
    112 Page
    
    Sat.
    
    
    39,889
    
    
    N/A
    
    
    N/ACalgary Herald
    
    Calgary (Alberta)
    
    E
    
    2
    
    1/4 Page
    
    Fri.
    
    
    140,728
    
    
    Wed.
    
    
    116,671Edmonton Journal
    
    Edmonton (Alberta)
    
    E
    
    2
    
    1/4 Pale
    
    Fri.
    
    
    143,312
    
    
    Wed.
    
    
    125,827Le Journal de Quebec
    
    Quebec (Quebec)
    
    F
    
    2
    
    Full Page Tab
    
    Sat.
    
    
    122,863
    
    
    Wed.
    
    
    98,165Quebec City Le Solon
    
    Quebec (Quebec)
    
    F
    
    1
    
    1/2 Page
    
    Sat.
    
    
    112,660
    
    
    N/A
    
    
    N/AThe Hamilton
Spectator
    
    Hamilton (Ontario)
    
    E
    
    2
    
    1/4 Page
    
    Sat.
    
    
    122,572
    
    
    Wed.
    
    
    105,643Winnipeg Free Press
    
    Winnipeg (Manitoba)
    
    E
    
    2
    
    1/4 Page
    
    Sat.
    
    
    164,106
    
    
    Wed.
    
    
    119,392The London Free
Press
    
    London (Ontario)
    
    E
    
    2
    
    1/4 Page
    
    Sat.
    
    
    112,182
    
    
    Mon.
    
    
    92,476Subtotal:
    
    
    
    
    
    27
    
    
    
    
    
    
    3,108,109
    
    
    
    
    
    2,020,914
 
 *
    
    Unit Size will depend on final size of Summary Notices.  Moncton Times & Transcript
    
    New Brunswick
    
    E
    
    1
    
    1/4 Page
    
    Saturday
    
    
    45,500LAcadie Nouvelle
    
    Moncton(New Brunswick)
    
    F
    
    1
    
    1/2 Page
    
    Saturday
    
    
    20,436The Guardian
    
    Prince Edward Island
    
    E
    
    1
    
    1/4 Page
    
    Saturday
    
    
    20,746The Halifax Chronicle Herald
    
    Nova Scotia
    
    E
    
    1
    
    1/4 Page
    
    Saturday
    
    
    111,501The Star Phoenix
    
    Saskatchewan
    
    E
    
    1
    
    1/4 Page
    
    Friday
    
    
    60,499Nunavut News/North
    
    Nunavet
    
    E
    
    1
    
    1/2 Pale Tab
    
    Monday
    
    
    6,213Yukon News
    
    Yukon
    
    E
    
    1
    
    1/2 Page Tab
    
    Friday
    
    
    7,850NWT/News North
    
    Northwest Territories
    
    E
    
    1
    
    1/2 Page Tab
    
    Monday
    
    
    9,672The Telegram
    
    Newfoundland
    
    E
    
    1
    
    1/4 Page
    
    Saturday
    
    
    55,031Subtotal:
    
    
    
    
    
    9
    
    
    
    
    
    
    337,448
 
 *
    
    Unit Size will depend on final size of Summary Notices.  7. Publication Analysis
  8




---



##### 



Canadian Business
  Canadian Business
 % Coverage and Composition Index
 Target: Own Common or Preferred Stock
 Canadian Business
    
    
    10.78
    %
    
    
    (276
    )Macleans
    
    
    14.19
    %
    
    
    (135
    )Laduafte
    
    
    6.69
    %
    
    
    (161
    )Report on Business Magazine (Globe & Mail)
    
    
    14.52
    %
    
    
    (279
    )Financial Post Business Magazine
    
    
    13.39
    %
    
    
    (285
    )Time Canada
    
    
    12.05
    %
    
    
    (121
    )MoneySense
    
    
    7.63
    %
    
    
    (224
    )Readers Digest (English Edition)
    
    
    26.10
    %
    
    
    (100
    )Readers Digest (French Edition)
    
    
    6.02
    %
    
    
    (129
    )Canadian Living
    
    
    19.01
    %
    
    
    (120
    )Coup de Pouce
    
    
    5.76
    %
    
    
    (112
    )Canadian Geographic
    
    
    14.79
    %
    
    
    (100
    )Chatelaine (English Edition)
    
    
    17.87
    %
    
    
    (111
    )Chatelaine (French Edition)
    
    
    5.62
    %
    
    
    (121
    )The National Post (Wed)
    
    
    9.37
    %
    
    
    (309
    )The National Post (Sat)
    
    
    8.23
    %
    
    
    (322
    )The Globe and Mall Daily  Report on Business Section
    
    
    12.25
    %
    
    
    (256
    )The Globe and Mail (Sat  Report on Business Section)
    
    
    11.65
    %
    
    
    (254
    )
   9




---



##### 



Magazine Dimensions 2005 regardless
 8. Frequency Rationale
   High
    
    Moderate
    
    LowFactor
    
    Frequency
    
    Frequency
    
    FrequencyComplexity of Message

Complex

Less Complex

SimpleLevel of Interest in Message

Low

Medium

HighCompetitive Activity

Heavy

Moderate

LightPredisposition of Audience

Negative

Neutral

Positive
 Source  Guide to Media Research - American Association of Advertising Agencies (AAAA)
Research 2001.
 9. Prominent Ad Position, Formatting and Plain Language
 www.sc.gov/public/home.nsf www.plainengligh.co.uk www.plainlanguagenetwork.org
  5
 
 5
    
    Deborah R. Hensler et al., CLASS ACTION
DILEMAS, PURSUING PUBLIC GOALS FOR PRIVATE GAIN. RAND (2000). 10




---



##### 



10. Internet Banner Advertising
   11. Media Relations
  12. Toll Free Information Line
   Call
Coverage
 11




---



##### 



13. Web Site
  14. Conclusion
  15. Budget Overview
  National Publications*
    
    $
    277,817.17Local Newspapers  Highest Circ Day*
    
    $
    96,303.59Local Newspapers  Best Business Day*
    
    $
    78,096.92Local
Newspapers  Additional*
    
    $
    12,817.74Internet Banner Advertising
    
    $
    95,855.33Media Outreach
    
    $
    1,985.00Affidavits
    
    $
    6,600.00Total
    
    $
    569,475.75
    *
  16. Publication Summary
 Canadian Business
  
 *
    
    * Final pricing will ultimately depend on the
size of the final approved Summary Notice(s). 12




---



##### 



Macleans
  Lactualite
  Report On Business Magazine (Globe & Mail)
  Financial Post Business Magazine
  Time Canada
  MoneySense
  Readers Digest
 (English Edition)
  Readers Digest
 (French Edition)
  13




---



##### 



Canadian Living
  Coup de Pouce
  Canadian Geographic
  Chatelaine
 (English Edition)
  Chatelaine
 (French Edition)
  The National Post
  The Globe and Mail
  17. Media Definitions
 REACH
 FREQUENCY
 14




---



##### 



GROSS IMPRESSIONS
 READERS-PER-COPY (RPC)
 18. Syndicated Research Definitions
 PMB
  *See www.pmb.ca/public/e/index.htm.
 INTERACTIVE MARKET SYSTEMS (IMS)
 NADbank
 15




---



##### 



Exhibit 1




---



##### 



JEANNE C. FINEGAN, APR
 BIOGRAPHY
      In re: UAW v General Motors Corporation
 In re: Wicon, Inc. v. Cardservlce International, Inc.
 In re: Varacallo, et al. v. Massachusetts Mutual Life Insurance Company, et al.
  ... By working with a nationally syndicated media research, firm, (Finegans
firm] was able to define a target audience for the MassMutual Class Members, which
provided a valid basis for determining the magazine and
 17




---



##### 



newspaper preferences of the Class Members. (Id at 5.2). ... The Court
agrees with Class Counsel that this was more than adequate.
 In re: Johns Manville (Statutory Direct Action Settlement,, Common Law Direct Action and
Hawaii Settlement)
  As demonstrated by Findings of Fact, the Statutory Direct Action Settlement
notice program was reasonably calculated under all circumstances to apprise the
affected individuals of the proceedings and actions taken involving their interests, Mullane v. Cent. Hanover Bank & Trust Co ; 339 U.S. 306, 314 (1950), such
program did apprise the overwhelming majority of potentially affected claimants and
far exceeded the minimum notice required The Court concludes that mailing direct
notice via U.S. Mail to law firms and directly to potentially affected claimants, as
well as undertaking an extensive print media and Internet campaign met and exceeded
the requirements of due process. The Courts conclusion in this regard is
buttressed by the results over 26,000 phone calls, 20,000 requests for information
8,000 website visits and 4,000 users registered to download documents. The results
simply speak for themselves.
 In re: Wilson v. Massachusetts Mutual Life Insurance Company
 (www.insuranceclassclaims.com/)
  The Notice Plan was the best practicable and reasonably calculated,
under the circumstances of the action. ...land) that the notice meets or
exceeds all applicable requirements of law, including Rule 1-023(C)(2) and
(3) and 1-023(E), NMRA 2001, and the requirements of federal and/or state
constitutional due process and any other applicable law.
 In re: Deke, et al. v. Cardservice International
 18




---



##### 



In re: Sager v. blamed Corp. and McGhan Medical Breast Implant Litigation
  Notice provided was the best practicable under the circumstances.
 In re: Florida Microsoft Antitrust Litigation Settlement
 The Class Notice ... was the best notice practicable under the
circumstances and fully satisfies the requirements of due process, the
Florida Rules of Civil Procedure, and any other applicable rules of the
Court.
 In re: Montana Microsoft Antitrust Litigation Settlement
 In re: South Dakota Microsoft Antitrust Litigation Settlement
 In re: Kansas Microsoft Antitrust Litigation Settlement
  The Class Notice provided was the best notice practicable under the
circumstances and fully complied in all respects with the requirements of
due process and of the Kansas State. Annot. 00-22.3.
 In re: North Carolina Microsoft Antitrust Litigation Settlement
  19




---



##### 



In re: MCI Non-Subscriber RatePavers Litigation
  As further authorized by the Court, GMs. Finegans company/ ... published the
Court-approved summary form of notice in eight general-interest magazines
distributed nationally; approximately 900 newspapers throughout the United States
and a Puerto Rico newspaper. In addition, /Ms. Finegan s company) caused the
distribution of the Court-approved press release to over 2,500 news outlets
throughout the United States... The manner in which notice was distributed was more
than adequate...
 In re: Sparks v. AT&T Corporation
  The Court further finds that the notice of the proposed settlement was
sufficient and furnished Class Members with the information they needed to evaluate
whether to participate in or opt out of the proposed settlement. The Court
therefore concludes that the notice of the proposed settlement met all requirements
required by law, including all Constitutional requirements.
 In re: Pigford v. Glickman and U.S. Department of Agriculture
  20




---



##### 



The parties also exerted extraordinary efforts to reach class members through
a massive advertising campaign in general and African American targeted publications
and television stations.
  The Court concludes that class members have received more than adequate notice
and have had sufficient opportunity to be heard on the fairness of the proposed
Consent Decree.
 In re: SmithKline Beecham Clinical Billing Litigation
 In re: MacGregor v. Schering-Plough Corp.
 In re: Swiss Banks Holocaust Victim Asset Litigation
 In re: Louisiana-Pacific Inner-Seal Siding Litigation
  The notice given to the members of the Class fully and accurately informed the
Class members of all material elements of the settlement...(through a broad and
extensive multi-media notice campaign.
  In approving the third year notification plan for the Louisiana-Pacific
Inner-SeaFM Siding litigation, the court referred to the notice as `...well
formulated to conform to the definition set by the court as adequate and reasonable
notice.
 Indeed, I believe the record should also reflect the Courts appreciation to
Ms. Finegan for all the work shes done, ensuring that noticing was done
 21




---



##### 



correctly and professionally, while paying careful attention to overall costs.
Her understanding of various notice requirements under Fed R. Civ. P. 23, helped to
insure that the notice given in this case was consistent with the highest standards
of compliance with Rule 23(d)(2) .
 In re; Thomas A. Foster and Linda E. Foster v. ABTco Sidin  Litigation
  The Court finds that the Notice Program conducted by the Parties provided
individual notice to all known Class Members and all Class Members who could be
identified through reasonable efforts and constitutes the best notice practicable
under the circumstances of this Action. This finding is based on the overwhelming
evidence of the adequacy of the notice program ...The media campaign involved broad
national notice through television and print media, regional and local newspapers,
and the Internet (see id ¶59-11) The result: over 90 percent of Abitibi and ABTco
owners are estimated to have been reached by the direct media and direct mail
campaign.
 In re: Exxon Valdez Oil Spill Litigation
 In re: Georgia-Pacific Toxic Explosion Litigation Case No. 98 CVCO5-3535
 In the Order and Judgement finally approving the settlement the Honorable Jennifer L.
Bunner said:
 ...Notice of the settlement to the Class was the best notice practicable under
the circumstances, including individual notice to all members who can be identified
through reasonable effort. The Court finds that such effort exceeded even
reasonable effort fort and that the Notice complies wills the requirements of Civ.
R. 23(C).
 In re: Johns Manville Phenolic Foam Litigation
 22




---



##### 



In re: James Hardie Roofing Litigation
  The notice program required by the Preliminary Order has been fully carried
out.... land was extensive. The notice provided fully and accurately informed the
Class Members of all material elements of the proposed Settlement and their
opportunity to participate in or be excluded from it; was the best notice
practicable under the circumstances; was valid, due and sufficient notice to all
Class Members; and complied fully with Civ. R. 23, the United States Constitution,
due process, and other applicable law.
 In re: First Alert Smoke Alarm Litigation
  ...Constitutes due, adequate and sufficient notice to all Class Members; and
meets or exceeds all applicable requirements of the Federal Rules of Civil
Procedure, the United States Constitution (including the Due Process Clause), the
Alabama State Constitution, the Rules of the Court, and any other applicable law.
 In re: American Cvanamid, Civil Action
  The Court finds that the form and method of notice used to notify the
Temporary Settlement Class of the Settlement satisfied the requirements of Fed R.
Civ. P. 23 and due process, constituted the best notice practicable under the
circumstances, and constituted due and sufficient notice to all potential members of
the Temporary Class Settlement.
 23




---



##### 



In re: Bristow v Fleetwood Enterprises Litigation
 In re: New Orleans Tank Car Leakage Fire Litigation
 In re: Garria Spencer v. Shell Oil Company
 In re: Rene Rosales v. Fortune Insurance Company
 The Court finds that Ms. Finegan is qualified as an expert on class notice and
effective media campaigns. The Court finds that her testimony is credible and
reliable.
  In re: Hurd Millwork Heat MirrorTm Litigation
 In re: Laborers District Counsel of Alabama Health and Welfare Fund v Clinical
Laboratory Services. Inc No. CV-97-C-629-W
 In re: StarLink Corn Products Liability Ligations
 24




---



##### 



In re: Albertsons Back Pay Litigation
 In re: Georgia Pacific Hardboard Siding Recovering Program
 In re: Diet Drum Litigation
 In re: ABS II Pipes Litigation
 In re: Avenue A Inc. Internet Privacy Litigation
 In re: Lorazepam and Clorazepate Antitrust Litigation
 In re: Providian Financial Corporation ERISA Litigation
 In re: H & R Block., et al Tax Refund Litigation
 In re: American Premier Underwriters, Inc. U.S. Railroad Vest Corp.
 In re: Sprint Corporation Optical Fiber Litigation
 In re: Shelter Mutual Insurance Company Litigation
 In re: Conseco, Inc. Securities Litigation
 25




---



##### 



In re: National Treasury Employees Union, et al
 In re: City of Miami Parking Litigation
 In re: Prime Co. Incorporated DB/A/Prime Co. Personal Communications
 In re: Alsea Veneer v. State of OreRon A.A.
 A Sample of Finegans Bankruptcy Experience 
  In re: United Airlines
 In re: Enron
 In re: Dow Corning
 In re: Harnischfeger Industries
 In re: Keene Corporation
 In re: Lamonts
 In re: Monet Group Holdings
 26




---



##### 



In re: Laclede Steel Company
 In re: Columbia Gas Transmission Corporation
 In re: U.S.H. Corporation of New York
 In re: Best Products Co.
 In re: Lodgian, Inc., et al
 In re: International Total Services, Inc., et al.
 In re: Decora Industries, Inc and Decora, Incorporated
 In re: Genesis Health Ventures, Inc., et al
 In re: Telephone Warehouse, Inc., et al
 In re: United Companies Financial Corporation. et al
 In re: Caldor. Inc. New York, The Caldor Corporation. Caldor, Inc. CT, et al
 In re: Physicians Health Corporation, et al.
 In re: GC Companies., et al.
 In re: Heilig-Meyers Company, et al
 27




---



##### 



Product Recall and Crisis Communication
 Resers Fine Foods
 Background
      Articles
 Approaches to Notice in State Court Class Actions
 28




---



##### 



Recall Effectiveness Research
 The Web Offers Near, Real-Time Cost Efficient Notice
 Determining Adequate Notice in Rule 23 Actions
 Legal Notice, What You Need To Know and Why
 The Electronic Nature of Legal Noticing
 Three Important Mantras for CEOs and Risk Managers in 2002
 Used the Bat Signal Lately
 How Much is Enough Notice
 Monitoring the Internet Buzz
 High-Profile Product Recalls Need More Than the Bat Signal irmi.com
 Do you know what 100 million people are buzzing about today
 Keep Up with Class Action
 The Great Debate  How Much is Enough Legal Notice ?
 29




---



##### 



Speaker/Expert Panelist/Presenter
 Practicing Law Institute
    
    Faculty Panelist  CLE
Presentation -11`h Annual Consumer
Financial Services Litigation.
Presentation: Class Action
Settlement Structures  Evolving
Notice Standards in the Internet
Age. New York/Boston (simulcast),
NY March 2006; Chicago, IL April
2006 and San Francisco, CA May
2006.U.S. Consumer Product
Safety Commission
    
    Ms. Finegan participated as an
Expert to the Consumer Product
Safety Commission to discuss ways
in which the CPSC could enhance
and measure the recall process.
As an expert panelist, Ms Finegan
discussed how the CPSC could
better motivate consumers to take
action on recalls and how
companies could scientifically
measure and defend their outreach
efforts. Bethesda MD, September
2003.Weil, Gotshal & Manges
    
    CLE presentation A Scientific
Approach to Legal Notice
Communication New York, June
2003.Sidley & Austin
    
    CLE presentation A Scientific
Approach to Legal Notice
Communication Los Angeles, May
2003.Kirkland & Ellis
    
    Speaker to restructuring group
addressing The Best Practicable
Methods to Give Notice in a Tort
Bankruptcy. Chicago, April 2002.Georgetown University Law Center Mass
Tort Litigation Institute
    
    CLE White Paper: What are the best
practicable methods to give
notice?
Dispelling the communications myth
 A notice disseminated is a
notice communicated. Faculty 
Mass Tort Litigation Institute -
Washington D.C., November 1, 2001.American Bar Association
    
    How to Bullet-Proof Notice
Programs and what communication
barriers present due process
concerns in legal notice.
Presentation to the ABA Litigation
Section Committee on Class Actions
& Derivative Suits  Chicago, IL,
August 6, 2001.McCutchin, Doyle, Brown & Enerson
    
    Speaker to litigation group in San
Francisco and simulcast to four
other McCutchin locations,
addressing the definition of
effective notice and barriers to
communication that affect due
process in legal notice. San
Francisco, CA  June 2001.
 30




---



##### 



Marylhurst University
    
    Guest lecturer on public relations
research methods. Portland, OR -
February 2001.University of Oregon
    
    Guest speaker to MBA candidates on
quantitative and qualitative
research for marketing and
communications programs.
Portland, OR  May 2001.Judicial Arbitration & Mediation
Services (JAMS)
    
    Speaker on the definition of
effective notice. San Francisco
and Los Angeles, CA  June 2000.International Risk Management Institute
    
    Expert Commentator on Crisis and
Litigation Communications.
www.irmi.com/The American Bankruptcy Institute
Journal (ABI)
    
    Past Contributing Editor  Beyond
the Quill. www.abi.org/.
 Memberships and Professional Credentials
    31




---



##### 



Exhibit 2




---



##### 



Federal-Mogul Global Inc. http://www.fmoplan.com/
 Complexities : The Class consisted of multiple sets of demographics; both white collar and blue
collar workers. We analyzed the media and media habits of these populations in the involved
countries and published the notice as was necessary to reach both groups effectively. A
four-tiered rationale was tailored, so that notice was distributed in an effective manor.
Countries were assigned to a tier according to their level of business with Federal Mogul.
 In Re Western Union Money Transfer Litig. http://www.cruzlitigation.com/
 Complexities
  In re:Swiss Banks Holocaust Victim Asset Litigation www.swissbankclaims.com
 Complexities
 At several points during the notice campaign the site was used as a platform for real-time press
conference coverage at four sites simultaneously. Press conferences were held in New York, Tel
Aviv, Paris and Budapest.
 33




---



##### 



In re: Mexico Money Transfer Litigation Settlement
 http://www.gardencitygroup.com/cases/pdf/WES/WESNotice,pdf
 Complexities ; The challenges in this case were numerous in light of the sheer volume of data from
the money transfer companies (approximately 47 million records). GCG designed and formatted
bilingual notices and claim forms and implemented an extremely complex notice program that included
United States and Mexico radio, TV, and newspapers, as well as an 800-number telephone support
system in Mexico and the United States. Extensive tracking and reporting of all activities was
required for each of three defendants. We recently implemented the claims phase of this settlement
with the completed mailing of over 5,000,000 claim forms. Once the processing of claims is
complete later this spring, we will begin mailing thousands of coupons to approved claimants. As a
follow-up to this settlement, we have just recently initiated the notice phase of a settlement
entitled Amorsolo v. Western Union Financial Services, Ina This case of over 3.2 million
California-only class members mimics the process described above. GCG is responsible for
implementing all phases of the settlement.
 34




---



##### 



EXHIBIT B
 
 xIn re NORTEL NETWORKS CORP.
    
    :
    
    Civil Action No. 01-CV-1855 (RMB)SECURITIES LITIGATION
    
    ::
    
    CLASS ACTION:This Document Relates To:
    
    ::ALL ACTIONS
    
    ::x
 ORDER AND FINAL JUDGMENT




---



##### 



2




---



##### 



3




---



##### 



4




---



##### 



Canada Business Corporations Act
 5




---



##### 



provided however In re Nortel Networks Securities and ERISA Litigation Rohac, et al. v. Nortel Networks Corporation, et al. Indiana Electrical Workers
Pension Trust Fund IBEW and Laborers Local 100 and 397 Pension Fund v. Nortel Networks Corporation
 6




---



##### 



-12-   7




---



##### 



8




---



##### 



9




---



##### 



10




---



##### 



11




---



##### 



[Insert Judge Name: Honorable ]UNITED STATES DISTRICT JUDGE
 12




---



##### 



Confidential Portions omitted and filed separately with the Securities and Exchange Commission. Bullet points denote omissions.
 EXHIBIT C
 SUPPLEMENTAL AGREEMENT  NORTEL I
 In re Norte/ Networks Corp. Securities
Litigation
     -1-




---



##### 



Confidential Portions omitted and filed separately with the Securities and Exchange Commission. Bullet points denote omissions.
      -2-




---



##### 



Confidential Portions omitted and filed separately with the Securities and Exchange Commission. Bullet points denote omissions.
   -3-




---



##### 



Confidential Portions omitted and filed separately with the Securities and Exchange Commission. Bullet points denote omissions.
     MILBERG WEISS BERSHAD & SCHULMAN LLPBy:
    
    /s/ George A. BauerGeorge A. Bauer III (GB-2919)One Pennsylvania PlazaNew York, New York 10119-0165Telephone: (212) 594-5300Facsimile: (212) 868-1229Lead Plaintiffs Counsel
 -4-




---



##### 



Confidential Portions omitted and filed separately with the Securities and Exchange Commission. Bullet points denote omissions.
 SHEARMAN & STERLING LLPBy:
    
    /s/  Stuart J. BaskinStuart J. Baskin (SB-9936)Tai H. Park (TP-2607)Marc D. Ashley (MA-8896)599 Lexington AvenueNew York, New York 10022-6069Telephone: (212) 848-4000Facsimile: (212) 848-7179Nortels Counsel
 -5-




---



##### 



EXHIBIT D
  ONTARIO  SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
 THE HONOURABLE SENIOR REGIONAL
    
    )
    
    DAY, THE           DAY)JUSTICE WINKLER
    
    )
    
    OF JUNE, 2006
     
  Class Proceeding Act
 ORDER
 THIS MOTION
 ON READING
 THIS COURT ORDERS AND DECLARES




---



##### 



(a)
    
    British Columbia Action means the proceeding in the Supreme Court of British
Columbia, Jeffery et al v. Nortel Networks Corporation et al., Court File No. S0151590,
Vancouver Registry;(b)
    
    British Columbia Class means all persons and entities, except Excluded
Personswho, while resident in British Columbia at the time, purchased Nortel common
stock or call options on Nortel common stock or wrote (sold) put options on Nortel
common stock during the Class Period;(c)
    
    British Columbia Court means the Supreme Court of British Columbia;(d)
    
    Claims Administrator means the entity approved by this Court pursuant to
paragraph 11 to administer the Settlement;(e)
    
    Class Members means members of the British Columbia Class, the Ontario
National Class, the Quebec Class and the U.S. Global Class;(f)
    
    Class Period means the period of time between October 24, 2000 through
February 15, 2001, inclusive;(g)
    
    Courts means the Ontario Court, the British Columbia Court, the Quebec Court
and the U.S. Court;(h)
    
    Defendants means the persons and entities named as defendants in the Ontario
National Action;(i)
    
    Escrow Agents has the meaning set forth in the Stipulation;(j)
    
    Excluded Persons means Nortel and the Individuals, members of any of the
Individuals immediate families, any entity in which Nortel or any of the Individuals
has a controlling interest or is a parent or subsidiary of or is controlled by Nortel,
and the officers, directors, affiliates, legal representatives, heirs, predecessors,
successors or assigns of any of Nortel and the Individuals;(k)
    
    Gross Cash Settlement Fund has the meaning set forth in the Stipulation;(l)
    
    Gross Settlement Shares means 314,333,875 shares of common stock of Nortel to
be issued by Nortel, pursuant to the Settlement, as may be adjusted in accordance with
paragraph 4(d) of the Stipulation;(m)
    
    Individuals means Clarence Chandran, Frank Dunn and John Andrew Roth;(n)
    
    Nortel means the Defendant, Nortel Networks Corporation;(o)
    
    Nortel I Actions means the Ontario National Action, the Quebec Action, the
British Columbia Actionand the U.S. Action;(p)
    
    Nortel I Defendants means the Defendants and Clarence Chandran;




---



##### 



(q)
    
    Notice means the notice to the classes in the Nortel I Actionssubstantially
in the form attached as Schedule B to this Order;(r)
    
    Notice Plan means the plan for the publication and dissemination of the
Notice, Publication Noticeand Proof of Claimby the Claims Administrator, attached as
Schedule D to this Order;(s)
    
    Ontario National Action means this proceeding which raises claims in the
nature of negligence, negligent and/or reckless misrepresentation, and alleges breaches
of the Canada Business Corporations Act, Competition Actand Ontario Securities Act,
for which relief is sought through an award of damages;(t)
    
    Ontario National Class means the class certified for the purpose of
settlement in the Ontario National Actionpursuant to paragraph 3 of this Order;(u)
    
    Ontario National Class Counsel means Rochon Genova LLP and Lerners LLP;(v)
    
    Ontario National Class Counsel Fees means the fees, disbursements, costs,
GST, and other applicable taxes or charges of Ontario National Class Counsel;(w)
    
    Ontario National Class Member means a member of the Ontario National Class
who does not opt out of the Ontario National Classin the manner set forth in this
Order;(x)
    
    Proof of Claim means the form substantially in the form attached as Schedule
C to this Order;(y)
    
    Publication Notice means the summary notice of certification and proposed
settlement, and of the hearing of the Settlement Approval Motion, substantially in the
form attached as Schedule E to this Order;(z)
    
    Quebec Action means the proceeding in the Superior Court of Quebec (District
of Montreal), Association de Protection des Epargnants et Investisseurs du Quebec v.
Corporation Nortel Networks, No: 500-06-000126-017;(aa)
    
    Quebec Class means all persons, except Excluded Personswho, while resident
in Quebec at the time, purchased Nortel common stock or call options on Nortel common
stock or wrote (sold) put options on Nortel common stock during the Class Period;(bb)
    
    Quebec Court means the Superior Court of Quebec;(cc)
    
    Released Parties means any and all of the Nortel I Defendants, their past or
present subsidiaries, parents, principals, affiliates, general or limited partners or
partnerships, successors and predecessors, heirs, assigns, officers, directors, agents,
employees, attorneys, advisors, investment advisors, investment bankers, underwriters,
insurers, co-insurers, re-insurers, accountants, auditors, consultants,




---



##### 



administrators,
executors, trustees, personal representatives, immediate family members and any person,
firm, trust, partnership, corporation, officer, director or other individual or entity
in which any Nortel I Defendanthas a controlling interest or which is related to or
affiliated with any of the Nortel I Defendants, and the legal representatives, heirs,
executors, administrators, trustees, successors in interest or assigns of the Nortel I
Defendants;(dd)
    
    Representative Plaintiffs means, collectively, the representative or lead
plaintiffs in each of the Nortel I Actions;(ee)
    
    Settled Claims means any and all claims, debts, demands, rights or causes of
action, suits, matters, and issues or liabilities whatsoever (including, but not
limited to, any claims for damages, interest, attorneys fees, expert or consulting
fees, and any other costs, expenses or liability whatsoever), whether based on United
States or Canadian federal, state, provincial, local, statutory or common law or any
other law, rule or regulation, whether fixed or contingent, accrued or unaccrued,
liquidated or unliquidated, at law or in equity, matured or un-matured, whether class
or individual in nature, including both known claims and Unknown Claims, (i) that have
been asserted in any of the Nortel I Actionsagainst any of the Released Parties, or
(ii) that could have been asserted in any forum by the Class Membersin the Nortel I
Actions, or any of them, against any of the Released Parties, that arise out of or are
based upon the allegations, transactions, facts, matters or occurrences,
representations or omissions involved, set forth, or referred to in the Nortel I
Actions and that relate to the purchase of Nortel common stock or call options or the
sale of Nortel put options during the Class Periodor (iii) any oppression or other
claims under the Business Corporations Act, R.S.C. 1985, c. C-44, as amended, that
arise out of or are based upon the allegations, transactions, facts, matters or
occurrences, representations or omissions, set forth or referred to in the Nortel I
Actions. Settled Claims does not mean or include claims, if any, against the
Released Parties arising under the United States Employee Retirement Income Security
Actof 1974, as amended, 29 U.S.C. § 1001, et seq. (ERISA) that are not common to all
Class Members and which ERISA claims are the subject of an action pending before the
Judicial Panel on Multidistrict Litigation, denominated In re Nortel Networks
Securities and ERISA Litigation, MDL Docket No. 1537. Settled Claims further does
not include; (a) the action in Rohac et al v. Nortel Networks et al, Ontario Superior
Court of Justice, Court File No. 04-CV-3268; and (b) the application brought in Indiana
Electrical Workers Pension Trust Fund IBEW and Laborers Local 100 and 397 Pension Fund
v. Nortel Networks Corporation, Ontario Superior Court of Justice, Court File No.
49059, for leave pursuant to the Canada Business Corporations Act to commence a
representative action in the name of and on behalf of Nortel against certain of the
Released Parties;(ff)
    
    Settlement Agreement means the Settlement Agreement and Confirmation of
Stipulation and Agreement of Settlement, including the Stipulationattached thereto,
entered into between the Plaintiff herein and Nortel, through their counsel dated June
20, 2006, which is attached to this Order as Schedule A;




---



##### 



(gg)
    
    Settlement means the proposed settlement of the Nortel I Actionspursuant to
the terms set forth in the Settlement Agreement adopting and ratifying the Stipulation;(hh)
    
    Settlement Approval Motion means the motion for final approval of the
Settlement by this Court to be heard at the date, time and location described in
paragraph 6 of this Order;(ii)
    
    Stipulation means the Stipulation and Agreement of Settlement attached to the
Settlement Agreementas Schedule A;(jj)
    
    Supplemental Agreement means the agreement referred to in paragraph 23 of the
Stipulationsetting forth certain conditions under which the Settlementmay be
terminated by Nortel if potential Class Memberswho purchase in excess of a certain
number of Nortel common stock or options on Nortel common stock during the Class Period
exclude themselves from the Class;(kk)
    
    Unknown Claims means any and all Settled Claimswhich any of the
Representative Plaintiffs, or Class Membersdoes not know or suspect to exist in his,
her or its favour at the time of the release of the Released Parties, which if known by
him, her or it might have affected his, her or its decision(s) with respect to the
Settlement;(ll)
    
    U.S. Action means the proceeding in the U.S. Federal District Court for the
Southern District of New York, Consolidated Civil Action No. 2001-CV-1855 (RMB),
certified by that Court as a class action on September 5, 2003,(mm)
    
    U.S. Court means the U.S. Federal District Court for the Southern District of
New York;(nn)
    
    U.S. Global Class means all persons, except Excluded Persons, who purchased
Nortel common stock or call options on Nortel common stock or wrote (sold) put options
on Nortel common stock (collectively, Nortel Securities) during the Class Period, and
who suffered damages thereby, including, but not limited to, those persons or entities
who traded in Nortel Securities on the New York Stock Exchange and/or the Toronto Stock
Exchange. Excluded from this class are any putative class members who previously
requested exclusion in response to a notice dated March 10, 2004 that was mailed to
members of this class beginning on April 12, 2004 notifying them of the pendency of the
U.S. Action.
 THIS COURT ORDERS
 THIS COURT ORDERS




---



##### 



THIS COURT ORDERS
 THIS COURT ORDERS
  THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS




---



##### 



THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS




---



##### 



THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS




---



##### 



THIS COURT ORDERS
 (a)
    
    A properly executed Proof of Claim, substantially in the form attached hereto
as Schedule C, must be submitted to the Claims Administrator, at the Post Office Box
indicated in the Notice, postmarked not later than 120 days after the date set herein
for the mailing of the notice. Such deadline may be further extended by order of this
Court.(b)
    
    Each Proof of Claim shall be deemed to have been submitted when postmarked (if
properly addressed and mailed by first class mail, postage prepaid) provided such Proof
of Claim is actually received prior to the motion for an order of this Court approving
distribution of the Net Settlement Fund (as defined in the Stipulation).(c)
    
    Any Proof of Claim submitted in any other manner shall be deemed to have been
submitted when it was actually received at the address designated in the Notice.
 THIS COURT ORDERS
 (a)
    
    it must be properly completed, signed and submitted in a timely manner in
accordance with the provisions of the preceding paragraph;(b)
    
    it must be accompanied by adequate supporting documentation for the
transactions reported therein, in the form of broker confirmation slip, broker
account statements, an authorized statement from the broker containing the
transactional information found in a broker confirmation slip, or such other
documentation as is deemed adequate by the Claims Administrator;(c)
    
    if the person executing the Proof of Claim is acting in a representative
capacity, a certification of his current authority to act on behalf of the Ontario
National Class Member must be included in the Proof of Claim; and




---



##### 



(d)
    
    the Proof of Claim must be complete and contain no material deletions or
modifications of any of the printed matter contained therein and must be signed under
penalty of perjury.
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS Class Proceedings Act 1992




---



##### 



THIS COURT ACKNOWLEDGES Securities Act of 1933
 THIS COURT DECLARES Class Proceedings Act 1992




---



##### 



LESLIE FROHLINGER.
    
    
    
    NORTEL NETWORKS CORPORATION
    
    
    Court File No: 02-CL-4605Plaintiff
    
    and
    
    et al.DefendantsONTARIOSUPERIOR COURT OF JUSTICEProceeding commenced at TorontoORDER




---



##### 



EXHIBIT E
 CANADA
    
    (CLASS ACTION)PROVINCE OF QUEBEC
    
    SUPERIOR COURTDISTRICT OF MONTREALNO.: 500-06-000126-017
    
    ASSOCIATION DE PROTECTION DESÉPARGNANTS ET INVESTISSEURS DUQUEBEC (A.P.E.I.Q.)PetitionerandANDRÉ DUSSAULTDesignated personv.CORPORATION NORTEL NETWORKSRespondentandFONDS DAIDE AUX RECOURSCOLLECTIFSMis en cause
 ORDER
 THIS MOTION




---



##### 



2 ON READING
 THIS COURT ORDERS AND DECLARES
 (a)
    
    British Columbia Actionmeans the proceeding in the Supreme Court of British
Columbia, Jeffery et al.v. Nortel Networks Corporation et al., Court File No. SO
151590, Vancouver Registry;(b)
    
    British Columbia Classmeans all persons and entities, except Excluded
Personswho, while resident in British Columbia at the time, purchased Nortel common
stock or call options on Nortel common stock or wrote (sold) put options on Nortel
common stock during the Class Period;(c)
    
    British Columbia Courtmeans the Supreme Court of British Columbia;(d)
    
    Claims Administratormeans the entity approved by this Court pursuant to
paragraph 11 to administer the Settlement;(e)
    
    Class Membersmeans members of the British Columbia Class, the Ontario
National Class, the Quebec Class and the U.S. Global Class;(f)
    
    Class Periodmeans the period of time between October 24, 2000 through
February 15, 2001, inclusive;(g)
    
    Courtsmeans the Ontario Court,the British Columbia Court,the Quebec Court
and the U.S. Court;(h)
    
    Defendantmeans the Respondent, Corporation Nortel Networks;(i)
    
    Escrow Agentshas the meaning set forth in the Stipulation;(j)
    
    Excluded Personsmeans Nortel and the Individuals, members of any of the
Individualsimmediate families, any entity in which Nortel or any of the Individuals
has a controlling interest or is a parent or subsidiary of or is controlled by Nortel,
and the officers, directors, affiliates, legal representatives, heirs, predecessors,
successors or assigns of any of Nortel and the Individuals;(k)
    
    Gross Cash Settlement Fundhas the meaning set forth in the Stipulation;(l)
    
    Gross Settlement Sharesmeans 314,333,875 shares of common stock of Nortel to
be issued by Nortel, pursuant to the Settlement, as may be adjusted in accordance with
paragraph 4(d) of the Stipulation;(m)
    
    Individualsmeans Clarence Chandran, Frank Dunn and John Andrew Roth;




---



##### 



3 (n)
    
    Nortelmeans the Respondent, Corporation Nortel Networks;(o)
    
    Nortel I Actionsmeans the Ontario National Action,the Quebec Action,the
British Columbia Actionand the U.S. Action;(p)
    
    Nortel I Defendantsmeans the Defendant and Clarence Chandran;(q)
    
    Noticemeans the global notice to the classes in the Nortel I Actions
substantially in the form attached as Schedule B to this Order, as approved in
paragraph 13 of this Order;(r)
    
    Notice Planmeans the plan for the publication and dissemination of the
Notice, Publication Noticeand Proof of Claimby the Claims Administrator, attached as
Schedule D to this Order;(s)
    
    Ontario Courtmeans the Ontario Superior Court of Justice;(t)
    
    Ontario National Actionmeans the proceeding in the Ontario Superior Court of
Justice, Frohlinger v. Nortel Networks Corporation et al.,Court File No. 02-CL-4605;(u)
    
    Ontario National Classmeans all persons and entities, except Excluded
Personsand except members of the British Columbia Classand the Quebec Class, who,
while resident in Canada at the time, purchased Nortel common stock or call options on
Nortel common stock or wrote (sold) put options on Nortel common stock during the Class
Period;(v)
    
    Proof of Claimmeans the form substantially in the form attached as Schedule
C to this Order, as approved in paragraph 14 of this Order;(w)
    
    Publication Noticemeans the summary notice of certification and proposed
settlement, and of the hearing of the Settlement Approval Motion,substantially in the
form attached as Schedule E to this Order, as approved in paragraph 19 of this Order;(x)
    
    Quebec Actionmeans this proceeding;(y)
    
    Quebec Classmeans all persons, except Excluded Personswho, while resident
in Quebec at the time, purchased Nortel common stock or call options on Nortel common
stock or wrote (sold) put options on Nortel common stock during the Class Period;(z)
    
    Quebec Class Counselmeans Belleau Lapointe, S.A., and Unterberg, Labelle,
Lebeau S.E.N.C.;(aa)
    
    Quebec Class Counsel Feesmeans the fees, disbursements, costs, GST, and
other applicable taxes or charges of Quebec Class Counsel;




---



##### 



4 (bb)
    
    Quebec Class Membermeans a member of the Quebec Classwho does not opt out
of the Quebec Classin the manner set forth in this Order;(cc)
    
    Quebec Courtmeans the Superior Court of Quebec;(dd)
    
    Released Partiesmeans any and all of the Nortel I Defendants, their past or
present subsidiaries, parents, principals, affiliates, general or limited partners or
partnerships, successors and predecessors, heirs, assigns, officers, directors, agents,
employees, attorneys, advisors, investment advisors, investment bankers, underwriters,
insurers, co-insurers, re-insurers, attorneys, accountants, auditors, consultants,
administrators, executors, trustees, personal representatives, immediate family members
and any person, firm, trust, partnership, corporation, officer, director or other
individual or entity in which any Nortel I Defendanthas a controlling interest or
which is related to or affiliated with any of the Nortel I Defendants, and the legal
representatives, heirs, executors, administrators, trustees, successors in interest or
assigns of the Nortel I Defendants;(ee)
    
    Representative Plaintiffsmeans, collectively, the representative or lead
plaintiffs in each of the Nortel I Actions;(ff)
    
    Settled Claimsmeans any and all claims, debts, demands, rights or causes of
action, suits, matters, and issues or liabilities whatsoever (including, but not
limited to, any claims for damages, interest, attorneys fees, expert or consulting
fees, and any other costs, expenses or liability whatsoever), whether based on United
States or Canadian federal, state, provincial, local, statutory or common law or any
other law, rule or regulation, whether fixed or contingent, accrued or unaccrued,
liquidated or unliquidated, at law or in equity, matured or un-matured, whether class
or individual in nature, including both known claims and Unknown Claims, (i) that have
been asserted in any of the Nortel I Actions against any of the Released Parties, or
(ii) that could have been asserted in any forum by the Class Membersin the Nortel I
Actions, or any of them, against any of the Released Parties, that arise out of or are
based upon the allegations, transactions, facts, matters or occurrences,
representations or omissions involved, set forth, or referred to in the Nortel I
Actionsand that relate to the purchase of Nortel common stock or call options or the
sale of Nortel put options during the Class Periodor (iii) any oppression or other
claims under the Canada Business Corporations Act,R.S.C. 1985, c. C-44, as amended,
that arise out of or are based upon the allegations, transactions, facts, matters or
occurrences, representations or omissions, set forth or referred to in the Nortel I
Actions. Settled Claimsdoes not mean or include claims, if any, against the Released
Parties arising under the United States Employee Retirement Income Security Actof
1974, as amended, 29 U.S.C. § 1001, et seq. (ERISA) that are not common to all Class
Members and which ERISA claims are the subject of an action pending before the Judicial
Panel on Multidistrict Litigation, denominated In re Nortel Networks Securities and
ERISA Litigation, MDL Docket No. 1537. Settled Claimsfarther does not include: (a)
the action in Rohac et al v. Nortel Networks et al, Ontario Superior Court of Justice,
Court File No. 04-CV-3268; and (b) the application brought in




---



##### 



5 Indiana Electrical Workers Pension Trust Fund IBEW and Laborers Local 100 and 397
Pension Fund v. Nortel Networks Corporation,Ontario Superior Court of Justice,
Court File No. 49059, for leave pursuant to the Canada Business Corporations Actto
commence a representative action in the name of and on behalf of Nortel against
certain of the Released Partiesand others;(gg)
    
    Settlement Agreementmeans the Settlement Agreement and Confirmation of
Stipulation and Agreement of Settlement, including the Stipulationattached thereto,
entered into between the Petitioner herein and Nortel, through their counsel dated June
___, 2006, which is attached to this Order as Schedule A;(hh)
    
    Settlementmeans the proposed settlement of the Nortel I Actionspursuant to
the terms set forth in the Settlement Agreementadopting and ratifying the Stipulation;(ii)
    
    Settlement Approval Motionmeans the motion for final approval of the
Settlementby this Court to be heard at the date, time and location described in
paragraph 6 of this Order;(jj)
    
    Stipulationmeans the Stipulation and Agreement of Settlement attached to the
Settlement Agreement as Schedule A;(kk)
    
    Supplemental Agreementmeans the agreement referred to in paragraph 23 of the
Stipulationsetting forth certain conditions under which the Settlementmay be
terminated by Nortel if potential Class Memberswho purchase in excess of a certain
number of Nortel common stock or options on Nortel common stock during the Class Period
exclude themselves from the Class;(ll)
    
    Unknown Claimsmeans any and all Settled Claimswhich any of the
Representative Plaintiffs,or Class Membersdoes not know or suspect to exist in his,
her or its favour at the time of the release of the Released Parties,which if known by
him, her or it might have affected his, her or its decision(s) with respect to the
Settlement;(mm)
    
    U.S. Actionmeans the proceeding in the U.S. Federal District Court for the
Southern District of New York, Consolidated Civil Action No. 2001-CV-1855 (RMB),
certified by that Court as a class action on September 5, 2003;(nn)
    
    U.S. Courtmeans the U.S. Federal District Court for the Southern District of
New York; and(oo)
    
    U.S. Global Classmeans all persons, except Excluded Persons, who purchased
Nortel common stock or call options on Nortel common stock or wrote (sold) put options
on Nortel common stock (collectively, Nortel Securities) during the Class Period, and
who suffered damages thereby, including, but not limited to, those persons or entities
who traded in Nortel Securities on the New York Stock Exchange and/or the Toronto Stock
Exchange. Excluded from this class are any putative class members who previously
requested exclusion in




---



##### 



6 response to a notice dated March 10, 2004 that was mailed to members of this class
beginning on April 12, 2004 notifying them of the pendency of the U.S. Action.
 THIS COURT ORDERS
 THIS COURT ORDERS
  THIS COURT ORDERS
 THIS COURT ORDERS
  THIS COURT ORDERS
 THIS COURT ORDERS




---



##### 



7  THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS




---



##### 



8 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS




---



##### 



9 THIS COURT ORDERS
 THIS COURT ORDERS
 (a)
    
    A properly executed Proof of Claim, substantially in the form attached hereto
as Schedule C, must be submitted to the Claims Administrator, at the Post Office Box
indicated in the Notice, postmarked not later than ___, 2006. Such deadline may
be further extended by order of this Court.(b)
    
    Each Proof of Claim shall be deemed to have been submitted when postmarked (if
properly addressed and mailed by first class mail, postage prepaid) provided such Proof
of Claim is actually received prior to the motion for an order of this Court approving
distribution of the Net Settlement Fund (as defined in the Stipulation).(c)
    
    Any Proof of Claim submitted in any other manner shall be deemed to have been
submitted when it was actually received at the address designated in the Notice.
 THIS COURT ORDERS
 (a)
    
    it must be properly completed, signed and submitted in a timely manner in
accordance with the provisions of the preceding paragraph;(b)
    
    it must be accompanied by adequate supporting documentation for the
transactions reported therein, in the form of broker confirmation slips, broker account
statements, an authorized statement from the broker containing the transactional
information found in a broker confirmation slip, or such other documentation as is
deemed adequate by the Claims Administrator;(c)
    
    if the person executing the Proof of Claim is acting in a representative
capacity, a certification of his current authority to act on behalf of the Quebec Class
Member must be included in the Proof of Claim; and




---



##### 



10 (d)
    
    the Proof of Claim must be complete and contain no material deletions or
modifications of any of the printed matter contained therein and must be signed under
penalty of perjury.
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS Code of
Civil Procedure
 THIS COURT ACKNOWLEDGES




---



##### 



11 Securities Act of 1933
 Date
    
    J.C.S.




---



##### 



EXHIBIT F
 
 IN THE SUPREME COURT OF BRITISH COLUMBIA
  JANIE JEFFERY and RONALD MENSING
   NORTEL NETWORKS CORPORATION, JOHN A. ROTH,
FRANK A. DUNN, F. WILLIAM CONNOR and CHAHRAM BOLOURI
  Class Proceedings Act
 ORDER
 )
    
    
    THE HONOURABLE
    
    
    )
    
    
    DAY THEBEFORE
    
    
    )
    
    
    
    
    
    )
    
    
    DAY)
    
    
    MR. JUSTICE GROBERMAN
    
    
    )
    
    
    OF JUNE, 2006
 THE APPLICATION AND ON HEARING AND ON READING
 1.
    
    THIS COURT ORDERS AND DECLARESthat for the purposes of this Order the following definitions
apply and are incorporated into this Order:
 (a)
    
    British Columbia Action means this proceeding;(b)
    
    British Columbia Class means the class certified for the purpose of
settlement in the British Columbia Actionpursuant to paragraph 3 of this Order;(c)
    
    British Columbia Class Counsel means Klein Lyons.




---



##### 



-2- 
 (d)
    
    British Columbia Class Counsel Fees means the fees, disbursements, costs,
GST, and other applicable taxes or charges of British Columbia Class Counsel;(e)
    
    British Columbia Class Member means a member of the British Columbia Class
who does not opt out of the British Columbia Classin the manner set forth in this
Order;(f)
    
    British Columbia Court means the Supreme Court of British Columbia;(g)
    
    Claims Administrator means the entity approved by this Court pursuant to
paragraph 11 to administer the Settlement;(h)
    
    Class Members means members of the British Columbia Class, the Ontario
National Class, the Quebec Class and the U.S. Global Class;(i)
    
    Class Period means the period of time between October 24, 2000 through
February 15, 2001, inclusive;(j)
    
    Courts means the British Columbia Court, the Ontario Court, the Quebec Court
and the U.S. Court;(k)
    
    Defendants means Nortel and the persons named as defendants in the British
Columbia Action;(l)
    
    Escrow Agents has the meaning set forth in the Stipulation;(m)
    
    Excluded Persons means Nortel and the Individuals, members of any of the
Individuals immediate families, any entity in which Nortel or any of the Individuals
has a controlling interest or is a parent or subsidiary of or is controlled by Nortel,
and the officers, directors, affiliates, legal representatives, heirs, predecessors,
successors or assigns of any of Nortel and the Individuals;(n)
    
    Gross Cash Settlement Fund has the meaning set forth in the Stipulation;(o)
    
    Gross Settlement Shares means 314,333,875 shares of common stock of Nortel to
be issued by Nortel, pursuant to the Settlement, as may be adjusted in accordance with
paragraph 4(d) of the Stipulation;(p)
    
    Individuals means Clarence Chandran, Frank Dunn and John Andrew Roth;(q)
    
    Nortel means the Defendant, Nortel Networks Corporation;(r)
    
    Nortel I Actions means the Ontario National Action, the Quebec Action, the
British Columbia Actionand the U.S. Action;(s)
    
    Nortel I Defendants means the Defendants William R. Hawe, Clarence Chandran,
and Deloitte & Touche LLP;




---



##### 



-3- 
 (t)
    
    Notice means the notice to the classes in the Nortel I Actionssubstantially
in the form attached as Schedule B to this Order;(u)
    
    Notice Plan means the plan for the publication and dissemination of the
Notice, Publication Noticeand Proof of Claimby the Claims Administrator, attached as
Schedule D to this Order;(v)
    
    Ontario Court means the Ontario Superior Court of Justice;(w)
    
    Ontario National Action means the proceeding in the Ontario Superior Court of
Justice, Frohlinger v. Nortel Networks Corporation et al., Ontario Court File No.
02-CL-4605;(x)
    
    Ontario National Class means all persons and entities, except Excluded
Personsand members of the British Columbia Class and the Quebec Class who, while
resident in Canada at the time, purchased Nortel common stock or call options on Nortel
common stock or wrote (sold) put options on Nortel common stock during the Class
Period;(y)
    
    Proof of Claim means the form substantially in the form attached as Schedule
C to this Order;(z)
    
    Publication Notice means the summary notice of certification and proposed
settlement, and of the hearing of the Settlement Approval Motion, substantially in the
form attached as Schedule E to this Order;(aa)
    
    Quebec Action means the proceeding in the Superior Court of Quebec (District
of Montreal), Association de Protection des Epargnants et Investisseurs du Québec v.
Corporation Nortel Networks, No: 500-06-000126-017;(bb)
    
    Quebec Class means all persons, except Excluded Personswho, while resident
in Quebec at the time, purchased Nortel common stock or call options on Nortel common
stock or wrote (sold) put options on Nortel common stock during the Class Period;(cc)
    
    Quebec Court means the Superior Court of Quebec;(dd)
    
    Released Parties means any and all of the Nortel I Defendants, their past or
present subsidiaries, parents, principals, affiliates, general or limited partners or
partnerships, successors and predecessors, heirs, assigns, officers, directors, agents,
employees, attorneys, advisors, investment advisors, investment bankers,
underwriters, insurers, co-insurers, re-insurers, attorneys, accountants, auditors,
consultants, administrators, executors, trustees, personal representatives,
immediate family members and any person, firm, trust, partnership, corporation,
officer, director or other individual or entity in which any Nortel I Defendanthas
a controlling interest or which is related to or affiliated with any of the Nortel I




---



##### 



-4- Defendants, and the legal representatives, heirs, executors, administrators,
trustees, successors in interest or assigns of the Nortel I Defendants;
 (ee)
    
    Representative Plaintiffs means, collectively, the representative or lead
plaintiffs in each of the Nortel I Actions;(ff)
    
    Settled Claims means any and all claims, debts, demands, rights or causes of
action, suits, matters, and issues or liabilities whatsoever (including, but not
limited to, any claims for damages, interest, attorneys fees, expert or consulting
fees, and any other costs, expenses or liability whatsoever), whether based on United
States or Canadian federal, state, provincial, local, statutory or common law or any
other law, rule or regulation, whether fixed or contingent, accrued or unaccrued,
liquidated or unliquidated, at law or in equity, matured or un-matured, whether class
or individual in nature, including both known claims and Unknown Claims, (i)
that have been asserted in any of the Nortel I Actionsagainst any of the Released
Parties, or (ii) that could have been asserted in any forum by the Class
Membersin the Nortel I Actions, or any of them, against any of the Released Parties,
that arise out of or are based upon the allegations, transactions, facts, matters or
occurrences, representations or omissions involved, set forth, or referred to in the
Nortel I Actionsand that relate to the purchase of Nortel common stock or call options
or the sale of Nortel put options during the Class Periodor (iii) any oppression or
other claims under the Business Corporations Act, R.S.C. 1985, c. C-44, as amended,
that arise out of or are based upon the allegations, transactions, facts, matters or
occurrences, representations or omissions, set forth or referred to in the Nortel I
Actions. Settled Claims does not mean or include claims, if any, against the Released
Parties arising under the United States Employee Retirement Income Security Actof
1974, as amended, 29 U.S.C. § 1001, et seq. (ERISA) that are not common to all Class
Members and which ERISA claims are the subject of an action pending before the Judicial
Panel on Multidistrict Litigation, denominated In re Nortel Networks Securities and
ERISA Litigation, MDL Docket No. 1537. Settled Claims further does not include (a)
the action in Rohac et al v. Nortel Networks et al, Ontario Superior Court of Justice,
Court File No. 04-CV-3268; and (b) the application brought in Indiana Electrical
Workers Pension Trust Fund IBEW and Laborers Local 100 and 397 Pension Fund v. Nortel
Networks Corporation, Ontario Superior Court of Justice, Court File No. 49059, for
leave pursuant to the Canada Business Corporations Actto commence a representative
action in the name of and on behalf of Nortel against certain of the Released Parties
and others;(gg)
    
    Settlement Agreement means the Settlement Agreement and Confirmation of
Stipulation and Agreement of Settlement, including the Stipulationattached thereto,
entered into between the Plaintiffs herein and Nortel, through their counsel, dated
June  , 2006, which is attached to this Order as Schedule A;(hh)
    
    Settlement means the proposed settlement of the Nortel I Actions pursuant to
the terms set forth in the Stipulation;




---



##### 



-5- 
 (ii)
    
    Settlement Approval Motion means the motion for final approval of the
Settlementby this Court to be heard at the date, time and location described in
paragraph 6 of this Order;(jj)
    
    Stipulation means the Stipulation and Agreement of Settlement attached to the
Settlement Agreementas Schedule A;(kk)
    
    Supplemental Agreement means the agreement referred to in paragraph 23 of the
Stipulationsetting forth certain conditions under which the Settlementmay be
terminated by Nortel if potential Class Memberswho purchase in excess of a certain
number of Nortel common stock or options on Nortel common stock during the Class Period
exclude themselves from the Class;(ll)
    
    Unknown Claims means any and all Settled Claimswhich any of the
Representative Plaintiffs, or Class Membersdoes not know or suspect to exist in his,
her or its favour at the time of the release of the Released Partieswhich if known by
him, her or it might have affected his, her or its decision(s) with respect to the
Settlement;(mm)
    
    U.S. Action means the proceeding in the U.S. Federal District Court for the
Southern District of New York, Consolidated Civil Action No. 2001-CV-1855 (RMB),
certified by that Court as a class action on September 5, 2003;(nn)
    
    U.S. Court means the U.S. Federal District Court for the Southern District of
New York;(oo)
    
    U.S. Global Class means all persons, except Excluded Persons, who purchased
Nortel common stock or call options on Nortel common stock or wrote (sold) put options
on Nortel common stock (collectively, Nortel Securities) during the Class Period, and
who suffered damages thereby, including, but not limited to, those persons or entities
who traded in Nortel Securities on the New York Stock Exchange and/or the Toronto Stock
Exchange. Excluded from this class are any putative class members who previously
requested exclusion in response to a notice dated March 10, 2004 that was mailed to
members of this class beginning on April 12, 2004 notifying them of the pendency of the
U.S. Action.
 2.
    
    THIS COURT ORDERSthat the British Columbia Action be certified as a class proceeding for the
purpose of settlement.
 THIS COURT ORDERS




---



##### 



-6-  4.
    
    THIS COURT ORDERSthat Janie Jeffery and Ronald Mensing are appointed as the representative
plaintiffs for the British Columbia Class.
 5.
    
    THIS COURT ORDERSthat the British Columbia Action is certified as a class proceeding for
settlement purposes only, on the basis of the following common issue:
  6.
    
    THIS COURT ORDERSthat the Settlement Approval Motion and the motion by British Columbia
Class Counsel for approval of British Columbia Class Counsel Fees shall be heard by this Court
on ___, 2006, at___:___.m. at the Supreme Court of British Columbia, 800 Smithe
Street, Vancouver, British Columbia.
 7.
    
    THIS COURT ORDERSthat each potential member of the British Columbia Class who elects to opt
out of the British Columbia Class must do so by writing a letter, signed by such person,
clearly requesting exclusion and indicating the name, address and telephone number of the
person seeking to opt out and the date(s), price(s), and number(s) of shares of all purchases
of Nortel common stock or call options on Nortel common stock and of all put options of Nortel
common stock written (sold) during the Class Period, and
sending it by first class mail post marked no later than , 2006 to the address indicated in
the Notice.
 8.
    
    THIS COURT ORDERSthat any potential member of the British Columbia Class who does not opt
out in accordance with paragraph 7 of this Order shall be bound by any




---



##### 



-7- future Orders in the
British Columbia Action, and shall be bound by the terms of the Settlement if approved by each
of the Courts in the Nortel I Actions.
 9.
    
    THIS COURT ORDERSthat potential members of the British Columbia Class who, prior to the date
of this Order, opted out of, or requested exclusion from, the U.S. Action will be members of
the British Columbia Class and shall be bound by any future Orders in the British Columbia
Action and by the terms of the Settlement, unless they opt out of the British Columbia Class
in accordance with paragraph 7 of this Order.10.
    
    THIS COURT ORDERSthat any potential member of the British Columbia Class who opts out of the
British Columbia Class in accordance with paragraph 7 of this Order may no longer participate
in the Settlement or any continuation of the Nortel I Actions, shall not be entitled to file a
Proof of Claim as provided in paragraph 21 of this Order, shall not be entitled to receive any
payment out of the Settlement, and shall not be entitled to object to the approval of the
Settlement as provided in paragraph 23 of this Order.11.
    
    THIS COURT ORDERSthat The Garden City Group, Inc. is hereby appointed and approved as the
Claims Administrator, and shall be subject to the jurisdiction of this Court for all matters
relating to the British Columbia Action, including the administration, interpretation,
effectuation or enforcement of the Settlement Agreement and this Order.
 12.
    
    THIS COURT ORDERSthat the Escrow Agents, acting in their capacity as escrow agents, shall be
subject to the jurisdiction of this Court in respect of the Gross Cash Settlement Fund.13.
    
    THIS COURT ORDERSthat the form and content of the Notice, substantially in the form attached
hereto as Schedule B, is hereby approved.




---



##### 



-8- 14.
    
    THIS COURT ORDERSthat the form and content of the Proof of Claim form, substantially in the
form attached hereto as Schedule C, is hereby approved.15.
    
    THIS COURT ORDERSthat the plan of dissemination of the Notice in the manner described in the
Notice Plan attached to this Order as Schedule D, is hereby approved.16.
    
    THIS COURT ORDERSthat upon approval of the Notice and the Proof of Claim and the appointment
of The Garden City Group, Inc. as the Claims Administrator by the Courts, the Claims
Administrator shall cause the Notice and the Proof of Claim, substantially in the forms
attached as Schedules B and C to this Order, to be mailed, by first class mail, postage
prepaid, on or before ___, 2006 to all members of the British Columbia Class who can be
identified with reasonable effort, in accordance with the Notice Plan.17.
    
    THIS COURT ORDERSthat additional copies of the Notice shall be made available to any record
holder requesting such for the purpose of distribution to beneficial owners, and such record
holders shall be reimbursed from the Gross Settlement Fund (as defined in the Stipulation),
upon receipt by the Claims Administrator of proper documentation, for the reasonable expense
of sending the Notice and Proof of Claim to beneficial owners.18.
    
    THIS COURT ORDERSthat British Columbia Class Counsel shall, at or before the hearing of the
Settlement Approval Motion, file with the Court proof of mailing of the Notice and Proof of
Claim.19.
    
    THIS COURT ORDERSthat the form of Publication Notice in substantially the form and content
attached hereto as Schedule E is hereby approved and directs that the Claims Administrator
shall cause the Publication Notice to be published in accordance




---



##### 



-9- with the Notice Plan, which
publication shall begin within ten (10) days of the mailing of the Notice, and British
Columbia Class Counsel shall, at or before the hearing of the Settlement Approval Motion, file
with this Court proof of the publication of the Publication Notice.
 20.
    
    THIS COURT ORDERSthat in order to be entitled to participate in the Net Settlement Fund (as
defined in the Stipulation), each British Columbia Class Member shall take the following
actions and be subject to the following conditions:
 (a)
    
    A properly executed Proof of Claim, substantially in the form attached hereto
as Schedule C, must be submitted to the Claims Administrator, at the Post Office Box
indicated in the Notice, postmarked not later than ___, 2006. Such deadline
may be further extended by order of this Court.(b)
    
    Each Proof of Claim shall be deemed to have been submitted when postmarked (if
properly addressed and mailed by first class mail, postage prepaid) provided such Proof
of Claim is actually received prior to the motion for an order of this Court approving
distribution of the Net Settlement Fund (as defined in the Stipulation).(c)
    
    Any Proof of Claim submitted in any other manner shall be deemed to have been
submitted when it was actually received at the address designated in the Notice.
 21.
    
    THIS COURT ORDERSthat the Proof of Claim submitted by each British Columbia Class Member
must satisfy the following conditions:
 (a)
    
    it must be properly completed, signed and submitted in a timely manner in
accordance with the provisions of the preceding paragraph;(b)
    
    it must be accompanied by adequate supporting documentation for the
transactions reported therein, in the form of broker confirmation slips, broker account
statements, an authorized statement from the broker containing the transactional
information found in a broker confirmation slip, or such other documentation as is
deemed adequate by the Claims Administrator;(c)
    
    if the person executing the Proof of Claim is acting in a representative
capacity, a certification of his current authority to act on behalf of the British
Columbia Class Member must be included in the Proof of Claim; and




---



##### 



-10- (d)
    
    the Proof of Claim must be complete and contain no material deletions or
modifications of any of the printed matter contained therein and must be signed under
penalty of perjury.
 22.
    
    THIS COURT ORDERSthat, as part of the Proof of Claim, each British Columbia Class Member
shall submit to the jurisdiction of this Court with respect to the claim submitted, and shall
(subject to the approval of the Settlement by the Courts), release all Settled Claims against
the Released Parties.
 23.
    
    THIS COURT ORDERSthat British Columbia Class Members who wish to file with the Court an
objection to or comment on the Settlement or to the approval of British Columbia Class Counsel
Fees, shall deliver a written submission to the Claims Administrator at the address indicated
in the Notice, no later than ___, 2006, and the Claims Administrator shall file all
such submissions with the Court prior to the hearing of the Settlement Approval Motion.
 24.
    
    THIS COURT ORDERSthat if (a) the Settlement is terminated by Nortel pursuant to the
Supplemental Agreement and paragraph 26 of the Stipulation or (b) any specified condition to
the Settlement set forth in the Stipulation is not satisfied and any of the Representative
Plaintiffs or Nortel elect(s) to terminate the Settlement as provided in paragraph 25 in the
Stipulation; or (c) is terminated pursuant to paragraph 27 of the Stipulation, then: (i) this
Order, including the certification of the British Columbia Action
as a class proceeding for the purpose of the settlement, shall be set aside and be of no
further force or effect, and without prejudice to any party; (ii) each party to the British
Columbia Action shall be restored to his, her or its respective position in the litigation
as it existed immediately prior to the execution of the Settlement Agreement; and (iii) this
action shall be decertified as a class proceeding pursuant to Section 10 of the Class




---



##### 



-11- Proceedings Act, RSBC, 1996, c.50, without prejudice to the Plaintiffs ability to reapply
for certification.
 25.
    
    THIS COURT ACKNOWLEDGEShaving been notified that a determination of fairness of the
Settlement at the Settlement Approval Hearing will be relied upon by Nortel for an exemption,
pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, 15
U.S.C. § 77c(a)(1), to enable the Gross Settlement Shares to be distributed to Class Members,
and to counsel for the Representative Plaintiffs as may be awarded by the respective Courts,
without registration and compliance with the prospectus delivery requirements of U.S.
securities laws
 BY THE COURTDEPUTY DISTRICT REGISTRARApproved as to form:Solicitor for the PlaintiffsSolicitor for the DefendantsNortel Networks Corporation,John A. Roth, F. William Connerand Chahram BolouriSolicitor for the Defendant, Frank Dunn




---



##### 



-12-  
 IN THE SUPREME COURT OF BRITISH
COLUMBIA




---



##### 



EXHIBIT G
  ONTARIO  SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
 THE HONOURABLE SENIOR REGIONAL
    
    
    )
    
    
    DAY, THE
    
    DAY)JUSTICE WINKLER
    
    
    )
    
    
    OF                     ,2006
     
  Class Proceeding Act, 1992
 ORDER
 THIS MOTION
 ON READING
 1. THIS COURT DECLARES




---



##### 



-2- (a)
    
    British Columbia Action means the proceeding in Supreme Court of
British Columbia, Jeffery et alv. Nortel Networks Corporation et al, Court File No.
S0151590, Vancouver Registry;(b)
    
    British Columbia Class means all persons and entities, except Excluded
Persons who, while resident in British Columbia at time, purchased Nortel common stock
or call options on Nortel common stock or wrote (sold) put options on Nortel common
stock during the Class Period;(c)
    
    Canadian Actions means the Ontario National Action, the British Columbia
Actionand the Quebec Action;(d)
    
    Certification Order means the Order certifying this action as a class
proceeding dated June ___, 2006;(e)
    
    Claims Administrator means The Garden City Group, Inc.;(f)
    
    Class Members means members of the British Columbia Class, the Ontario
National Class, the Quebec Class and the U.S. Global Class;(g)
    
    Class Period means the period of time between October 24, 2000 through
February 15, 2001, inclusive;(h)
    
    Courts means this Court, the Supreme Court of British Columbia, the
Superior Court of Quebec and the United States Federal District Court for the Southern
District of New York;(i)
    
    Defendants means the persons and entities named as defendants in the
Ontario National Action;(j)
    
    Derivative Application means the application brought in Indiana Electrical
Workers Pension Trust Fund IBEW and Laborers Local 100 and 397 Pension Fund v. Nortel
Networks Corporation, Ontario Superior Court of Justice, Court File No. 49059, for
leave pursuant to the Canada Business Corporations Act to commence a representative
action in the name of and on behalf of Nortel against certain of the Released Parties;(k)
    
    Effective Date means the date upon which the Settlement contemplated by the
Settlement Agreement shall become effective, as provided in paragraph 24 of the
Stipulation;(l)
    
    Escrow Agent has the meaning set forth in the Stipulation;




---



##### 



-3- (m)
    
    Excluded Persons means Nortel and the Individuals, members of any of the
Individuals immediate families, any entity in which Nortel or any of the Individuals
has a controlling interest or is a parent or subsidiary of or is controlled by Nortel,
and the officers, directors, affiliates, legal representatives, heirs, predecessors,
successors or assigns of any of Nortel and the Individuals;(n)
    
    Gross Settlement Fund has the meaning set forth in the Stipulation;(o)
    
    Gross Settlement Shares means 314,333,875 shares of common stock of Nortel
to be issued by Nortel, pursuant to the Settlement, as may be adjusted in accordance
with paragraph 4(d) of the Stipulation;(p)
    
    Individuals means Clarence Chandran, Frank Dunn and John Andrew Roth;(q)
    
    Nortel means the Defendant, Nortel Networks Corporation;(r)
    
    Nortel I Actions means the Ontario National Action, the British Columbia
Action, the Quebec Actionand the U.S. Action;(s)
    
    Nortel I Defendants means the Defendants and Clarence Chandran;(t)
    
    Nortel II Actions means the following proceedings in Canada and the U.S.:
 (i)
    
    Peter Gallardiv. Nortel Networks Corporation et al., in the Ontario
Superior Court of Justice, Toronto, Court File No. 05-CV-285606 CP;(ii)
    
    Clifford W. Skarstedtv. Corporation Nortel Networks, in the
Superior Court of Quebec, District of Montreal, No: 500-06-000277-059; and(iii)
    
    In re Nortel Networks Corp. Securities Litigation, in the United
States Federal District Court for the Southern District of New York, Master
File No. 05-MD-1659 (LAP);
 (u)
    
    Ontario National Action means this proceeding which raised claims in the
nature of negligence, negligent and/or reckless misrepresentation, and alleges
breaches of the Canada Business Corporations Act, Competition Act and Securities Act,
for which relief was sought through an award of damages;




---



##### 



-4- (v)
    
    Ontario National Class Counsel means Rochon Genova LLP and Lerners LLP;(w)
    
    Ontario National Class Counsel Fees means the fees, disbursements, costs,
GST, and other applicable taxes or charges of Ontario National Class Counsel, as
approved by this Court in this Order;(x)
    
    Ontario National Class means all persons and entities, except Excluded
Personsand except members of the British Columbia Classand the Quebec Class, who,
while resident in Canada at the time, purchased Nortel common stock or call options on
Nortel common stock or wrote (sold) put options on Nortel common stock during the
Class Period;(y)
    
    Ontario National Class Member means a member of the Ontario National Class
who has not opted out of the Ontario National Classin accordance with the
Certification Order;(z)
    
    Other Actions means actions or proceedings, other than the Proceedings,
relating to Settled Claimscommenced by an Ontario National Class Memberagainst one
or more Released Parties;(aa)
    
    Plan of Allocation means the plan of allocation set forth in the Notice of
Certification in Canada and Proposed Settlements of Class Actions, Motion for
Attorneys Fees and Settlement Fairness Hearings and attached as Schedule B to this
Order;(bb)
    
    Proceedings means the Ontario National Action, the Quebec Action, the
British Columbia Action, the U.S. Actionand the Nortel II Actions;(cc)
    
    Quebec Action means the proceeding in the Superior Court of Quebec
(District of Montreal), Association de Protection des Epargnants et Investisseurs du
Québecv. Corporation Nortel Networks, No: 500-06-000126-017;(dd)
    
    Quebec Class means all persons, except Excluded Personswho, while
resident in Quebec at the time, purchased Nortel common stock or call options on
Nortel common stock or wrote (sold) Nortel put options on Nortel common stock during
the Class Period;(ee)
    
    Released Parties means any and all of the Nortel I Defendants, their past
or present subsidiaries, parents, principals, affiliates, general or




---



##### 



-5- 
 limited partners
or partnerships, successors and predecessors, heirs, assigns, officers, directors,
agents, employees, attorneys, advisors, investment advisors, investment bankers,
underwriters, insurers, co-insurers, re-insurers, accountants, auditors, consultants,
administrators, executors, trustees, personal representatives, immediate family
members and any person, firm, trust, partnership, corporation, officer, director or
other individual or entity in which any Nortel I Defendanthas a controlling interest
or which is related to or affiliated with any of the Nortel I Defendants, and the
legal representatives, heirs, executors, administrators, trustees, successors in
interest or assigns of the Nortel 1 Defendants;(ff)
    
    Representative Plaintiffs means, collectively, the representative or lead
plaintiffs in each of the Canadian Actionsand the U.S. Action;(gg)
    
    Settled Claims means any and all claims, debts, demands, rights or causes
of action, suits, matters, and issues or liabilities whatsoever (including, but not
limited to, any claims for damages, interest, attorneys fees, expert or consulting
fees, and any other costs, expenses or liability whatsoever), whether based on United
States or Canadian federal, state, provincial, local, statutory or common law or any
other law, rule or regulation, whether fixed or contingent, accrued or unaccrued,
liquidated or unliquidated, at law or in equity, matured or un-matured, whether class
or individual in nature, including both known claims and Unknown Claims, (i) that have
been asserted in any of the Nortel I Actions against any of the Released Parties, or
(ii) that could have been asserted in any forum by the Class Membersin the Nortel I
Actions, or any of them, against any of the Released Parties, that arise out of or are
based upon the allegations, transactions, facts, matters or occurrences,
representations or omissions involved, set forth, or referred to in the Nortel I
Actionsand that relate to the purchase of Nortel common stock or call options or the
sale of Nortel put options during the Class Periodor (iii) any oppression or other
claims under the Business Corporations Act, R.S.C. 1985, c. C-44, as amended, that
arise out of or are based upon the allegations, transactions, facts, matters or
occurrences, representations or omissions,
set forth or referred to in the Nortel I Actions. Settled Claims does not mean
or include claims, if any, against the Released Parties arising under the United
States Employee Retirement Income Security Actof 1974, as amended, 29 U.S.C. §
1001, et seq. (ERISA) that are not common to all Class Members and which ERISA
claims are the subject of an action pending before the Judicial Panel on
Multidistrict Litigation, denominated In re Nortel Networks Securities and ERISA
Litigation, MDL Docket




---



##### 



-6- No. 1537. Settled Claims also does not include: (a) the
action in Rohac et al v. Nortel Networks et al, Ontario Superior Court of Justice,
Court File No. 04-CV-3268; and (b) the Derivative Application;(hh)
    
    Settled Defendants Claims means any and all claims, rights or causes of
action or liabilities whatsoever, whether based on federal, provincial, local,
statutory or common law or any other law, rule or regulation, including both known
claims and Unknown Claims, that have been or could have been asserted in the Nortel I
Actionsor any forum by the Nortel I Defendantsor any of them or the successors and
assigns or any of them against the Representative Plaintiffs, any Class Member, or
their counsel, and that arise out of or relate in any way to the institution,
prosecution, or settlement of the Nortel I Actions(except Settled Defendants Claims
does not include all claims, rights or causes of action or liabilities whatsoever
related to the enforcement of the Settlementincluding, without limitation, any of the
terms of the Stipulationor orders or judgments issued by the Courtsin connection
with the Settlement, confidentiality obligations or in respect of the Derivative
Application);(ii)
    
    Settlement Agreement means the Settlement Agreement and Confirmation of
Stipulation and Agreement of Settlement, including the Stipulation attached as
Schedule A thereto, entered into between the Plaintiff herein and Nortel, through
their counsel, dated as of June 20, 2006, attached to this Order as Schedule A;(jj)
    
    Settlement means the proposed settlement of the Nortel I Actions pursuant
to the terms set forth in the Settlement Agreement adopting and ratifying the
Stipulation;(kk)
    
    Stipulation means the Stipulation and Agreement of Settlement attached to
the Settlement Agreementas Schedule A;(ll)
    
    Supplemental Agreement means the agreement referred to in paragraph 23 of
the Stipulationsetting forth certain conditions under which the Settlementmay be
terminated by Nortel if potential Class
Memberswho purchase in excess of a certain number of Nortel common stock or
options on Nortel common stock during the Class Periodexclude themselves from the
Class;(mm)
    
    Unknown Claims means any and all Settled Claimswhich any of the
Representative Plaintiffs, or Class Membersdoes not know or suspect to exist in his,
her or its favour at the time of the release of the Released




---



##### 



-7- 
 Partiesand any Settled
Defendants Claimswhich any Nortel I Defendantdoes not know or suspect to exist in
his, her or its favour, which if known by him, her or it might have affected his, her
or its decision(s) with respect to the Settlement;(nn)
    
    U.S. Action means the proceeding in the United States Federal District
Court for the Southern District of New York, In re Nortel Networks Corp. Securities
Litigation, Consolidated Civil Action No. 01-CV-1855 (RMB), certified as a class
action on September 5, 2003; and(oo)
    
    U.S. Global Class means all persons, except Excluded Persons, who
purchased Nortel common stock or call options on Nortel common stock or wrote (sold)
put options on Nortel common stock (collectively, Nortel Securities) during the
Class Period, and who suffered damages thereby, including, but not limited to, those
persons or entities who traded in Nortel Securities on the New York Stock Exchange
and/or the Toronto Stock Exchange. Excluded from this class are any putative class
members who previously requested exclusion in response to a notice dated March 10,
2004 that was mailed to members of this class beginning on April 12, 2004 notifying
them of the pendency of the U.S. Action.
 2. THIS COURT DECLARES
 3. THIS COURT ORDERS
 4. THIS COURT DECLARES
 5. THIS COURT ORDERS




---



##### 



-8-  6. THIS COURT ORDERS AND DECLARES
 7. THIS COURT ORDERS
 8. THIS COURT ORDERS




---



##### 



-9-  9. THIS COURT ORDERS AND DECLARES
 10. THIS COURT ORDERS
 (a)
    
    offered or received against the Defendants as evidence of or construed
as or deemed to be evidence of any presumption, concession, or admission by any of the
Nortel I Defendants with respect to the truth of any fact alleged in the Statement of
Claim, as amended, or the validity of any claim that has been or could have been
asserted in the Ontario National Action or in any litigation, or the deficiency of any
defence that has been or could have been asserted in the Ontario National Action or in
any litigation, or of any liability, negligence, fault, or wrongdoing of the
Defendants;(b)
    
    offered or received against the Defendants as evidence of a presumption,
concession or admission of any fault, misrepresentation or omission with respect to
any statement or written document approved or made by any Defendant;(c)
    
    offered or received against the Defendants as evidence of a presumption,
concession or admission with respect to any liability, negligence, fault or
wrongdoing, or in any way referred to for any other reason as against any of the
Defendants, in any other civil, criminal or administrative action or




---



##### 



-10- 
 proceeding, other
than such proceedings as may be necessary to enforce and give effect to the provisions
of the Settlement Agreement (provided, however, that Defendants may refer to it to
effectuate the release and liability protection granted them hereunder);(d)
    
    construed against the Defendants as an admission or concession that the
consideration to be given hereunder represents the amount which could be or would have
been recovered after trial; or(e)
    
    construed as or received in evidence as an admission, concession or
presumption against the Plaintiff or any of the Ontario National Class Members that
any of their claims are without merit, or that any defences asserted by the Defendants
have any merit, or that damages recoverable under the Statement of Claim, as amended,
would not have exceeded the amounts set forth under the Settlement Agreement.
 11. THIS COURT ORDERS
 12.
THIS COURT ORDERS
 13. THIS COURT ORDERS
 14. THIS COURT ORDERS




---



##### 



-11-  15. THIS COURT ORDERS
 16. THIS COURT ORDERS AND DECLARES
 17. THIS COURT RECOGNIZES & ACKNOWLEDGES Securities
Act of 1933
 18. THIS COURT DECLARES
 19. THIS COURT ORDERS




---



##### 



(a)
    
    this Order (except for paragraphs 1, 10, 14, 16, 17, 18 and 19 herein)
shall be set aside, be of no further force or effect, and be without prejudice to any
party;(b)
    
    the Certification Order (except for paragraph 24), shall be set aside and be
of no further force or effect, and without prejudice to any party;(c)
    
    the Ontario National Action shall be immediately decertified as a class
proceeding pursuant to Section 10 of the Class Proceedings Act, 1992, without
prejudice to the Plaintiffs ability to reapply for certification; and(d)
    
    each party to the Ontario National Action shall be restored to his, her or
its respective position as it existed immediately prior to the execution of the
Settlement Agreement.
 20. THIS COURT ORDERS AND ADJUDGES
 21. THIS COURT ORDERS AND ADJUDGES




---



##### 



LESLIE FROHLINGER
    
    And
    
    NORTEL NETWORKS CORPORATION
    
    
    Court File No: 02-CL-4605Plaintiff
    
    
    
    et al.DefendantsONTARIOSUPERIOR COURT OF JUSTICEProceeding commenced at TorontoORDER




---



##### 



EXHIBIT H
 CANADA
    
    (CLASS ACTION)PROVINCE OF QUEBEC
    
    SUPERIOR COURTDISTRICT OF MONTREALNO.: 500-06-000126-017
    
    ASSOCIATION DE PROTECTION DESÉPARGNANTS ET INVESTISSEURS DUQUEBEC (A.P.E.I.Q.)andANDRÉ DUSSAULTRepresentativesv.CORPORATION NORTEL NETWORKSDefendantandFONDS DAIDE AUX RECOURSCOLLECTIFSMis en cause
 ORDER
 THIS MOTION
 1




---



##### 



ON READING
 THIS COURT ORDERS AND DECLARES
 (a)
    
    Authorization Ordermeans the Order authorizing the bringing
of the class action for the purpose of settlement dated June ___2006;(b)
    
    British Columbia Actionmeans the proceeding in Supreme Court
of British Columbia, Jeffery et al. v. Nortel Networks Corporation et al.,
Court File No. S0151590, Vancouver Registry;(c)
    
    British Columbia Classmeans all persons and entities, except
Excluded Personswho, while resident in British Columbia at the time, purchased
Nortel common stock or call options on Nortel common stock or wrote (sold) put
options on Nortel common stock during the Class Period ;(d)
    
    Canadian Actionsmeans the Ontario National Action, the
British Columbia Actionand the Quebec Action;(e)
    
    Claims Administratormeans the The Garden City Group, Inc.;(f)
    
    Class Membersmeans the members of the British Columbia
Class, the Ontario National Class, the Quebec Class and the U.S. Global Class;(g)
    
    Class Periodmeans the period of time between October 24,
2000 through February 15, 2001, inclusive;(h)
    
    Courtsmeans this Court, the Supreme Court of British
Columbia, the Ontario Supreme Court of Justice and the United States Federal
District Court for the Southern District of New York;(i)
    
    Defendantmeans Corporation Nortel Networks;(j)
    
    Derivative Applicationmeans the application brought in
Indiana Electrical Workers Pension Trust Fund IBEW and Laborers Local 100 and
397 Pension Fund v. Nortel Networks Corporation,Ontario Superior Court of
Justice, Court File No. 49059, for leave pursuant to the Canada Business
Corporations Actto commence a representative action in the name of and on
behalf of Nortel against certain of the Released Parties;
 2




---



##### 



(k)
    
    Effective Datemeans the date upon which the Settlement
contemplated by the Settlement Agreementshall become effective, as provided in
paragraph 24 of the Stipulation;(l)
    
    Escrow Agenthas the meaning set forth in the Stipulation;(m)
    
    Excluded Personsmeans Nortel and the Individuals,members of
any of the Individualsimmediate families, any entity in which Nortel or any
of the Individualshas a controlling interest or is a parent or subsidiary of
or is controlled by Nortel, and the officers, directors, affiliates, legal
representatives, heirs, predecessors, successors or assigns of any of Nortel
and the Individuals;(n)
    
    Gross Settlement Fundhas the meaning set forth in the
Stipulation;(o)
    
    Gross Settlement Sharesmeans 314,333,875 shares of common
stock of Nortel to be issued by Nortel, pursuant to the Settlement,as may be
adjusted in accordance with paragraph 4(d) of the Stipulation;(p)
    
    Individualsmeans Clarence Chandran, Frank Dunn and John
Andrew Roth;(q)
    
    Nortelmeans the Defendant, Corporation Nortel Networks;(r)
    
    Nortel I Actionsmeans the Ontario National Action,the
British Columbia Action,the Quebec Action and the U.S. Action;(s)
    
    NortelI Defendantsmeans the Defendant and Clarence
Chandran;(t)
    
    Nortel II Actionsmeans the following proceedings in Canada
and the U.S.:
 (i)
    
    Peter Gallardi v. Nortel Networks Corporation
et al.,in the Ontario Superior Court of Justice, Toronto, Court File
No. 05-CV-285606 CP;(ii)
    
    Clifford W. Skarstedt v. Corporation
Nortel Networks,in the Superior Court of Quebec, District of Montreal,
No. 500-06-000277-059 and(iii)
    
    In re Nortel Networks Corp. Securities
Litigation,in the U.S. Federal District Court for the Southern
District of New York, Master File No. 05-MD-1659 (LAP);
 (u)
    
    Ontario National Actionmeans the proceeding in the Ontario Superior
Court of Justice, Frohlinger v. Nortel Networks Corporation et al.,Court File
No. 02-CL-4605;(v)
    
    Ontario National Classmeans all persons and entities, except
Excluded Persons and except members of the British Columbia Class
 3




---



##### 



and the Quebec Class,who, while resident in Canada at the time, purchased
Nortel common stock or call options on Nortel common stock or wrote (sold)
put options on Nortel common stock during the Class Period;(w)
    
    Other Actionsmeans actions or proceedings, other than the
Proceedings,relating to Settled Claimscommenced by a Quebec Class Member
against one or more Released Parties;(x)
    
    Plan of Allocationmeans the plan of allocation set forth in
the Notice of Certification in Canada and Proposed Settlements of Class
Actions, Motion for Attorneys Fees and Settlement Fairness Hearings and
attached as Schedule B to this Order;(y)
    
    Proceedings means the Ontario National Action, the Quebec
Action, the British Columbia Action, the U.S. Action and the Nortel II Actions;(z)
    
    Quebec Action means this proceeding;(aa)
    
    Quebec Classmeans all persons, except Excluded Personswho,
while resident in Quebec at the time, purchased Nortel common stock or call
options on Nortel common stock or wrote (sold) Nortel put options on Nortel
common stock during the Class Period;(bb)
    
    Quebec Class Counselmeans Belleau Lapointe, S.A., and
Unterberg, Labelle, Lebeau S.E.N.C.;(cc)
    
    Quebec Class Counsel Feesmeans the fees, disbursements, costs, GST, and
other applicable taxes or charges of Quebec Class Counsel,as approved by this
Court in this Order;(dd)
    
    Quebec Class Membermeans a member of the Quebec Class who
has not opted out of the Quebec Classin accordance with the Authorization
Order;(ee)
    
    Released Partiesmeans any and all of the Nortel I Defendants,their past or present
subsidiaries, parents, principals, affiliates, general or limited partners or partnerships,
successors and predecessors, heirs, assigns, officers, directors, agents, employees, attorneys,
advisors,
investment advisors, investment bankers, underwriters, insurers, co-insurers,
re-insurers, accountants, auditors, consultants, administrators, executors,
trustees, personal representatives, immediate family members and any person,
firm, trust, partnership, corporation, officer, director or other individual or
entity in which any NortelI Defendanthas a controlling interest or which is
related to or affiliated with any of the Nortel I Defendants,and the legal
representatives, heirs, executors, administrators, trustees, successors in
interest or assigns of the Nortel I Defendants;
 4




---



##### 



(ff)
    
    Representative Plaintiffsmeans, collectively, the representative or
lead plaintiffs in each of the Canadian Actionsand the U.S. Action;(gg)
    
    Settled Claimsmeans any and all claims, debts, demands,
rights or causes of action, suits, matters, and issues or liabilities
whatsoever (including, but not limited to, any claims for damages, interest,
attorneys fees, expert or consulting fees, and any other costs, expenses or
liability whatsoever), whether based on United States or Canadian federal,
state, provincial, local, statutory or common law or any other law, rule or
regulation, whether fixed or contingent, accrued or unaccrued, liquidated or
unliquidated, at law or in equity, matured or un-matured, whether class or
individual in nature, including both known claims and Unknown Claims,(i) that
have been asserted in any of the NortelI Actionsagainst any of the Released
Parties,or (ii) that could have been asserted in any forum by the Class
Membersin the NortelI Actions,or any of them, against any of the Released
Parties,that arise out of or are based upon the allegations, transactions,
facts, matters or occurrences, representations or omissions involved, set
forth, or referred to in the NortelI Actionsand that relate to the purchase
of Nortel common stock or call options or the sale of Nortel put options during
the Class Period or(iii) any oppression or other claims under the Canada
Business Corporations Act,R.S.C. 1985, c. C-44, as amended, that arise out of
or are based upon the allegations, transactions, facts, matters or occurrences,
representations or omissions, set forth or referred to in the NortelI Actions.
Settled Claimsdoes not mean or include claims, if any, against the Released
Parties arising under the United States Employee Retirement Income Security Act
of 1974, as amended, 29 U.S.C. § 1001, et seq.(ERISA)that are not common to
all Class Members and which ERISA claims are the subject of an action pending
before the Judicial Panel on Multidistrict Litigation, denominated In re Nortel
Networks Securities and ERISA Litigation,MDL Docket No. 1537. Settled
Claimsalso does not include: (a) the action in Rohac et al. v. Nortel Networks
et al.,Ontario Superior Court of Justice, Court File No. 04-CV-3268; and (b)
the Derivative Application;(hh)
    
    Settled Defendants Claimsmeans any and all claims, rights
or causes of action or liabilities whatsoever, whether based on federal,
provincial, local, statutory or common law or any other law, rule or
regulation, including both known claims and Unknown Claims,that have been or
could have been asserted in the Nortel I Actions or any forum by the Nortel I
Defendantsor any of them or the successors and assigns or any of them against
the Representative Plaintiffs,any Class Member,or their counsel, and that
arise out of or relate in any way to the institution, prosecution, or
settlement of the Nortel I Actions(except Settled Defendants Claimsdoes not
include all claims, rights or causes of action or liabilities whatsoever
related to the enforcement of the Settlementincluding, without limitation, any
of the terms of the Stipulationor orders
 5




---



##### 



or judgments issued by the Courtsin connection with the Settlement,
confidentiality obligations or in respect of the Derivative Application);(ii)
    
    Settlement Agreementmeans the Settlement Agreement and
Confirmation of Stipulation and Agreement of Settlement, including the
Stipulationattached as Schedule A thereto, entered into between the
Representatives and Nortel, through their counsel, dated as of June ___,
2006, attached to this Order as Schedule A;(jj)
    
    Settlementmeans the proposed settlement of the NortelI Actions
pursuant to the terms set forth in the Settlement Agreementadopting and
ratifying the Stipulation;(kk)
    
    Stipulationmeans the Stipulation and Agreement of Settlement
attached to the Settlement Agreementas Schedule A;(ll)
    
    Supplemental Agreementmeans the agreement referred to in
paragraph 23 of the Stipulationsetting forth certain conditions under which
the Settlementmay be terminated by Nortel if potential Class Memberswho
purchase in excess of a certain number of Nortel common stock or options on
Nortel common stock during the Class Periodexclude themselves from the Class;(mm)
    
    Unknown Claimsmeans any and all Settled Claimswhich any of
the Representative Plaintiffs,or Class Membersdoes not know or suspect to
exist in his, her or its favour at the time of the release of the Released
Partiesand any Settled Defendants Claimswhich any Nortel I Defendantdoes
not know or suspect to exist in his, her or its favour, which if known by him,
her or it might have affected his, her or its decision(s) with respect to the
Settlement;(nn)
    
    U.S. Actionmeans the proceeding in the United States Federal District Court for the
Southern District of New York, In re Nortel Networks Corp. Securities Litigation,Consolidated Civil Action No. 2001-CV-1855
(RMB), certified as a class action on September 5, 2003;(oo)
    
    U.S. Global Classmeans all persons, except Excluded Persons,who
purchased Nortel common stock or call options on Nortel common stock or wrote
(sold) put options on Nortel common stock (collectively, Nortel Securities)
during the Class Period,and who suffered damages thereby, including, but not
limited to, those persons or entities who traded in Nortel Securities on the
New York Stock Exchange andlor the Toronto Stock Exchange. Excluded from this
class are any putative class members who previously requested exclusion in
response to a notice dated March 10, 2004 that was mailed to members of this
class beginning on April 12, 2004 notifying them of the pendency of the U.S.
Action.
 
 6




---



##### 



THIS COURT DECLARES
 THIS COURT ORDERS Code of Civil Procedure.
 THIS COURT DECLARES
 THIS COURT ORDERS
 THIS COURT ORDERS AND DECLARES
 THIS COURT ORDERS
 7




---



##### 



THIS COURT ORDERS 
 THIS COURT ORDERS AND DECLARES
 THIS COURT ORDERS
 (a)
    
    offered or received against the Defendant as evidence of or
construed as or deemed to be evidence of any presumption, concession, or
admission by the Defendant with respect to the truth of any fact alleged in the
Quebec Action or the validity of any claim that has been or could have been
asserted in the Quebec Action or in any litigation, or the deficiency of any
defence that has been or could have been asserted in the Quebec Action or
 8




---



##### 



in any litigation, or of any liability, negligence, fault, or wrongdoing of
the Defendant;(b)
    
    offered or received against the Defendant as evidence of a
presumption, concession or admission of any fault, misrepresentation or
omission with respect to any statement or written document approved or made by
the Defendant;(c)
    
    offered or received against the Defendant as evidence of a
presumption, concession or admission with respect to any liability, negligence,
fault or wrongdoing, or in any way referred to for any other reason as against
the Defendant, in any other civil, criminal or administrative action or
proceeding, other than such proceedings as may be necessary to enforce and give
effect to the provisions of the Settlement Agreement (provided, however, that
Defendant may refer to it to effectuate the release and liability protection
granted them hereunder);(d)
    
    construed against the Defendant as an admission or concession
that the consideration to be given hereunder represents the amount which could
be or would have been recovered after trial; or(e)
    
    construed as or received in evidence as an admission,
concession or presumption against Representatives or any of the Quebec Class
Members that any of their claims are without merit, or that any defences
asserted by the Defendant have any merit, or that damages recoverable under the
Quebec Action would not have exceeded the amounts set forth under the
Settlement Agreement.
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 9




---



##### 



THIS COURT ORDERS
 THIS COURT ORDERS AND DECLARES
 THIS COURT RECOGNIZES & ACKNOWLEDGES Securities
Act Securities Act of 1933
 THIS COURT DECLARES
 10




---



##### 



THIS COURT ORDERS
 (a)
    
    this Order (except for paragraphs 1, 10, 14, 16, 17, 18 and 19 herein)
shall be set aside, be of no further force or effect, and without prejudice to
any party;(b)
    
    the Authorization Order (except for paragraph 24), shall be set
aside, of no further force or effect, and without prejudice to any party;(c)
    
    the judgment authorizing the bringing of the class action shall
be annulled pursuant to the Code of Civil Procedure;and(d)
    
    each party to the Quebec Action shall be restored to his, her
or its respective position as it existed immediately prior to the execution of
the Settlement Agreement.
 THIS COURT ORDERS AND ADJUDGES
 THIS COURT ORDERS AND ADJUDGES
 Date
    
    J.C.S
 11




---



##### 



EXHIBIT I
 
 IN THE SUPREME COURT OF BRITISH COLUMBIA
  JANIE JEFFERY and RONALD MENSING
   NORTEL NETWORKS CORPORATION, JOHN A ROTH,
FRANK A. DUNN, F. WILLIAM CONNOR and CHAHRAM BOLOURI
  Class Proceedings Act
 ORDER
 )
    
    
    THE HONOURABLE
    
    
    )
    
    
    DAYBEFORE
    
    
    )
    
    
    
    
    
    )
    
    
    THE           DAY)
    
    
    MR. JUSTICE GROBERMAN
    
    
    )
    
    
    OF JUNE, 2006
 THE APPLICATION AND ON HEARING     AND ON READING
 1.
    
    THIS COURT DECLARESthat for the purposes of this Order the following definitions apply and
are incorporated into this Order:
 (a)
    
    British Columbia Actionmeans this proceeding;(b)
    
    British Columbia Classmeans all persons and entities, except Excluded
Personswho, while resident in British Columbia at the time, purchased Nortel
 1




---



##### 



common stock or call options on Nortel common stock or wrote (sold) put options on
Nortel common stock during the Class Period;(c)
    
    British Columbia Class Counselmeans Klein Lyons;(d)
    
    British Columbia Class Counsel Feesmeans the fees, disbursements, costs,
GST, and other applicable taxes or charges of British Columbia Class Counselas
approved by this Court in this order;(e)
    
    British Columbia Class Membermeans a member of the British Columbia Class
who has not opted out of the British Columbia Class in accordance with the
Certification Order;(f)
    
    Canadian Actionsmeans the Ontario National Action, the British Columbia
Actionand the Quebec Action;(g)
    
    Certification Ordermeans the Order certifying this action as a class
proceeding dated June ___, 2006;(h)
    
    Claims Administratormeans The Garden City Group, Inc.;(i)
    
    Class Membersmeans the members of the British Columbia Class, the Ontario
National Class, the Quebec Class and the U.S. Global Class;(j)
    
    Class Periodmeans the period of time between October 24, 2000 through
February 15, 2001, inclusive;(k)
    
    Courtsmeans this Court, the Ontario Supreme Court of Justice, the Superior
Court of Quebec and the United States Federal District Court for the Southern District
of New York;(l)
    
    Defendantsmeans Nortel and the persons named as defendants in the British
Columbia Action;(m)
    
    Derivative Applicationmeans the application brought in Indiana Electrical
Workers Pension Trust Fund IBEW and Laborers Local 100 and 397 Pension Fund v. Nortel
Networks Corporation, Ontario Superior Court of Justice, Court File No. 49059, for
leave pursuant to the Canada Business Corporations Actto commence a representative
action in the name of and on behalf of Nortel against certain of the Released Parties;(n)
    
    Effective Datemeans the date upon which the Settlementcontemplated by the
Settlement Agreementshall become effective, as provided in paragraph 24 of the
Stipulation;(o)
    
    Escrow Agenthas the meaning set forth in the Stipulation;
 2




---



##### 



(p)
    
    Excluded Personsmeans Nortel and the Individuals, members of any of the
Individualsimmediate families, any entity in which Nortel or any of the Individuals
has a controlling interest or is a parent or subsidiary of or is controlled by Nortel,
and the officers, directors, affiliates, legal representatives, heirs, predecessors,
successors or assigns of any of Nortel and the Individuals;(q)
    
    Gross Settlement Fundhas the meaning set forth in the Stipulation;(r)
    
    Gross Settlement Sharesmeans 314,333,875 shares of common stock of Nortel to
be issued by Nortel, pursuant to the Settlement, as may be adjusted in accordance with
paragraph 4(d) of the Stipulation;(s)
    
    Individualsmeans Clarence Chandran, Frank Dunn and John Andrew Roth;(t)
    
    Nortelmeans the Defendant, Nortel Networks Corporation;(u)
    
    Nortel I Actionsmeans the Ontario National Action, the British Columbia
Action,the Quebec Actionand the U.S. Action;(v)
    
    Nortel I Defendantsmeans the Defendants William R. Hawe, Clarence Chandran,
and Deloitte & Touche LLP;;(w)
    
    Nortel II Actionsmeans the following proceedings in Canada and the U.S.:
 (i)
    
    Peter Gallardi v. Nortel Networks Corporation et al., in the
Ontario Superior Court of Justice, Toronto, Court File No. 05-CV-285606 CP;(ii)
    
    Clifford W. Skarstedt v. Corporation Nortel Networksin the
Superior Court of Quebec, District of Montreal, No: 500-06-000277-059; and(iii)
    
    In re Nortel Networks Corp. Securities Litigation,in the
United States Federal District Court for the Southern District of New York,
Master File No. 05-MD-1659 (LAP);
 (x)
    
    Ontario National Actionmeans the proceeding in the Ontario Superior Court of
Justice, Frohlinger v. Nortel Networks Corporation et al., Ontario Court File No.
02-CL-4605;(y)
    
    Ontario National Classmeans all persons and entities, except Excluded
Persons and except members of the British Columbia Classand the Quebec Class, who,
while resident in Canada at the time, purchased Nortel common stock or call options on
Nortel common stock or wrote (sold) put options on Nortel common stock during the Class
Period;(z)
    
    Other Actionsmeans actions or proceedings, other than the Proceedings,
relating to Settled Claims commenced by a British Columbia Class Memberagainst one or
more Released Parties;
 3




---



##### 



(aa)
    
    Plan of Allocationmeans the plan of allocation set forth in the Notice of
Certification in Canada and Proposed Settlements of Class Actions, Motion for
Attorneys Fees and Settlement Fairness Hearings and attached as Schedule B to this
Order;(bb)
    
    Proceedingsmeans the Ontario National Action,the Quebec Action,the British
Columbia Action, the U.S. Actionand the Nortel II Actions;(cc)
    
    Quebec Actionmeans the proceeding in the Superior Court of Quebec (District
of Montreal), Association de Protection des Epargnants et Investisseurs du Quebec v.
Corporation Nortel Networks,No: 500-06-000126-017;(dd)
    
    Quebec Classmeans all persons, except Excluded Personswho, while resident
in Quebec at the time, purchased Nortel common stock or call options on Nortel common
stock or wrote (sold) Nortel put options on Nortel common stock during the Class
Period;(ee)
    
    Released Partiesmeans any and all of the Nortel I Defendants,their past or
present subsidiaries, parents, principals, affiliates, general or limited partners or
partnerships, successors and predecessors, heirs, assigns, officers, directors, agents,
employees, attorneys, advisors, investment advisors, investment bankers, underwriters,
insurers, co-insurers, re-insurers, accountants, auditors, consultants, administrators,
executors, trustees, personal representatives, immediate family members and any person,
firm, trust, partnership, corporation, officer, director or other individual or entity
in which any Nortel I Defendanthas a controlling interest or which is related to or
affiliated with any of the Nortel I Defendants, and the legal representatives, heirs,
executors, administrators, trustees, successors in interest or assigns of the Nortel I
Defendants;(ff)
    
    Representative Plaintiffsmeans, collectively, the representative or lead
plaintiffs in each of the Canadian Actionsand the U.S. Action;(gg)
    
    Settled Claimsmeans any and all claims, debts, demands, rights or causes of
action, suits, matters, and issues or liabilities whatsoever (including, but not
limited to, any claims for damages, interest, attorneys fees, expert or consulting
fees, and any other costs, expenses or liability whatsoever), whether based on United
States or Canadian federal, state, provincial, local, statutory or common law or any
other law, rule or regulation, whether fixed or contingent, accrued or unaccrued,
liquidated or unliquidated, at law or in equity, matured or un-matured, whether class
or individual in nature, including both known claims and Unknown Claims,(i) that have
been asserted in any of the Nortel I Actionsagainst any of the Released Parties,or
(ii) that could have been asserted in any forum by the Class Membersin the Nortel I
Actions,or any of them, against any of the Released Parties,that arise out of or are
based upon the allegations, transactions, facts, matters or occurrences,
representations or omissions involved, set forth, or referred to in the Nortel I
Actionsand that relate to the purchase of Nortel common stock or call options or the
sale of Nortel put options during the Class
 4




---



##### 



Periodor (iii) any oppression or other claims under the Business Corporations Act,
R.S.C. 1985, c. C-44, as amended, that arise out of or are based upon the
allegations, transactions, facts, matters or occurrences, representations or
omissions, set forth or referred to in the Nortel I Actions.Settled Claims does
not mean or include claims, if any, against the Released Parties arising under the
United States Employee Retirement Income Security Actof 1974, as amended, 29 U.S.C.
§ 1001, et seq. (ERISA) that are not common to all Class Members and which ERISA
claims are the subject of an action pending before the Judicial Panel on
Multidistrict Litigation, denominated In re Nortel Networks Securities and ERISA
Litigation,MDL Docket No. 1537. Settled Claims also does not include: (a) the
action in Rohac et al v. Nortel Networks et al, Ontario Superior Court of Justice,
Court File No. 04-CV-3268; and (b) the Derivative Application;(hh)
    
    Settled Defendants Claimsmeans any and all claims, rights or causes of
action or liabilities whatsoever, whether based on federal, provincial, local,
statutory or common law or any other law, rule or regulation, including both known
claims and Unknown Claims,that have been or could have been asserted in the Nortel I
Actionsor any forum by the Nortel I Defendantsor any of them or the successors and
assigns or any of them against the Representative Plaintiffs,any Class Member,or
their counsel, and that arise out of or relate in any way to the institution,
prosecution, or settlement of the Nortel I Actions(except Settled Defendants Claims
does not include all claims, rights or causes of action or liabilities whatsoever
related to the enforcement of the Settlementincluding, without limitation, any of the
terms of the Stipulationor orders or judgment issued by the Courtsin connection with
the Settlement, confidentiality obligations or in respect of the Derivative
Application);(ii)
    
    Settlement Agreementmeans the Settlement Agreement and Confirmation of
Stipulation and Agreement of Settlement, including the Stipulationattached as Schedule
A thereto, entered into between the Plaintiffs herein and Nortel, through their
counsel, dated as of June 20, 2006, attached to this Order as Schedule A;(jj)
    
    Settlementmeans the proposed settlement of the Nortel I Actionspursuant to
the terms set forth in the Stipulation;(kk)
    
    Stipulationmeans the Stipulation and Agreement of Settlement attached to the
Settlement Agreementas Schedule A;(ll)
    
    Supplemental Agreementmeans the agreement referred to in paragraph 23 of the
Stipulationsetting forth certain conditions under which the Settlementmay be
terminated by Nortel if potential Class Memberswho purchase in excess of a certain
number of Nortel common stock or options on Nortel common stock during the Class Period
exclude themselves from the Class;
 5




---



##### 



(mm)
    
    Unknown Claimsmeans any and all Settled Claimswhich any of the
Representative Plaintiffs,or Class Membersdoes not know or suspect to exist in his,
her or its favour at the time of the release of the Released Partiesand any Settled
Defendants Claimswhich any Nortel I Defendantdoes not know or suspect to exist in
his, her or its favour, which if known by him, her or it might have affected his, her
or its decision(s) with respect to the Settlement;(nn)
    
    U.S. Actionmeans the proceeding in the United States Federal District Court
for the Southern District of New York, in re Nortel Networks Corp. Securities
Litigation, Consolidated Civil Action No. 0I-CV-1855 (RMB), certified as a class action
on September 5, 2003; and(oo)
    
    U.S. Global Classmeans all persons, except Excluded Persons, who purchased
Nortel common stock or call options on Nortel common stock or wrote (sold) put options
on Nortel common stock (collectively, Nortel Securities) during the Class Period, and
who suffered damages thereby, including, but not limited to, those persons or entities
who traded in Nortel Securities on the New York Stock Exchange and/or the Toronto Stock
Exchange. Excluded from this class are any putative class members who previously
requested exclusion in response to a notice dated March 10, 2004 that was mailed to
members of this class beginning on April 12, 2004 notifying them of the pendency of the
U.S. Action.
 2.
    
    THIS COURT DECLARESthat the Settlement Agreement is fair, reasonable and in the best
interests of the British Columbia Class.3.
    
    THIS COURT ORDERSthat the Settlement Agreement attached to this Order as Schedule A is
hereby approved pursuant to s. 35 of the Class Proceedings Act, RSBC 1996, c.50.4.
    
    THIS COURT DECLARESthat the Settlement Agreement is binding upon the representative
Plaintiffs, upon all British Columbia Class Members, and upon the Defendants, including those
persons who are miners or mentally incapable and that the requirements of Rule 6 of the Rules
of Courtare dispensed with in respect of the British Columbia Action.5.
    
    THIS COURT ORDERSthat, upon the Effective Date, the representative Plaintiffs herein and
each of the British Columbia Class Members, on behalf of themselves, their personal
representatives, heirs, executors, administrators, trustees, successors and assigns,
 6




---



##### 



are hereby permanently barred and enjoined from instituting, commencing or prosecuting any
Settled Claims against the Released Parties.6.
    
    THIS COURT ORDERS AND DECLARESthat, upon the Effective Date, each of the representative
Plaintiffs and each of the British Columbia Class Members, on behalf of themselves, their
personal representatives, heirs, executors, administrators, trustees, successors and assigns
shall release and shall be conclusively deemed to have fully, finally and forever released the
Released Parties from the Settled Claims.7.
    
    THIS COURT ORDERSthat, upon the Effective Date, each of the representative Plaintiffs and
each of the British Columbia Class Members and their respective personal representatives,
heirs, executors, administrators, trustees, successors and assigns, shall not institute,
continue, maintain or assert, either directly or indirectly, whether in the United States,
Canada or elsewhere, on their own behalf or on behalf of any class or any other person, any
action, suit, cause of action, claim or demand against any Released Party or any other person
who may claim any form of contribution or indemnity (save for a contractual indemnity) from
any Released Party in respect of any Settled Claim or any matter related thereto, at any time
on or after the Effective Date, and are enjoined from doing so.8.
    
    THIS COURT ORDERSthat, upon the Effective Date, the defendants, Nortel, Chahram Bolouri, F.
William Conner and John Roth on behalf of themselves and their personal representatives,
heirs, executors, administrators, trustees, successors and assigns, are hereby permanently
barred and enjoined from prosecuting a Settled Defendants Claim against the Plaintiffs
herein, the British Columbia Class Members or British Columbia Class Counsel. In the event
that any of the Released Parties asserts against the Plaintiffs, any British Columbia Class
Member or the British Columbia Class Counsel any claim that is a Settled Defendants Claim,
then the Plaintiffs, such British Columbia Class Member or British Columbia Counsel, as the
case may be, shall be entitled to use and assert such factual matters included within the
Settled Claims only against such Released Party in defence of such claim but not for the
purposes of asserting any claim against any Released Party.
 7




---



##### 



9.
    
    THIS COURT ORDERS AND DECLARESthat each British Columbia Class Member shall consent and
shall be deemed to have consented to the dismissal of any Other Actions he, she or it has
commenced against the Released Parties, without costs and with prejudice.10.
    
    THIS COURT ORDERSthat neither this Order, the Settlement Agreement, the Stipulation, nor any
of their terms and provisions, nor any of the negotiations or proceedings connected with it,
nor any of the documents or statements referred to therein shall be:
 (a)
    
    offered or received against the Defendants as evidence of or construed as or
deemed to be evidence of any presumption, concession, or admission by any of the
Defendants with respect to the truth of any fact alleged in the Statement of Claim or
the validity of any claim that has been or could have been asserted in the British
Columbia Action or in any litigation, or the deficiency of any defence that has been or
could have been asserted in the British Columbia Action or in any litigation, or of any
liability, negligence, fault, or wrongdoing of the Defendants;(b)
    
    offered or received against the Defendants as evidence of a presumption,
concession or admission of any fault, misrepresentation or omission with respect to any
statement or written document approved or made by any Defendant;(c)
    
    offered or received against the Defendants as evidence of a presumption,
concession or admission with respect to any liability, negligence, fault or wrongdoing,
or in any way referred to for any other reason as against any of the Defendants, in any
other civil, criminal or administrative action or proceeding, other than such
proceedings as may be necessary to enforce and give effect to the provisions of the
Settlement Agreement (provided, however, that Defendants may refer to it to effectuate
the release and liability protection granted them hereunder);(d)
    
    construed against the Defendants as an admission or concession that the
consideration to be given hereunder represents the amount which could be or would have
been recovered after trial; or(e)
    
    construed as or received in evidence as an admission, concession or presumption
against the representative Plaintiffs or any of the British Columbia Class Members that
any of their claims are without merit, or that any defences asserted by the Defendants
have any merit, or that damages recoverable under the Statement of Claim would not have
exceeded the amounts set forth under the Settlement Agreement.
 11.
    
    THIS COURT ORDERSthat the Plan of Allocation is approved as fair and reasonable.
 8




---



##### 



12.
    
    THIS COURT ORDERSthat British Columbia Class Counsel Fees in the amount of $ in
cash, and
 shares, which includes $ for disbursements and which
amounts this Court finds to be fair and reasonable, are hereby approved.13.
    
    THIS COURT ORDERSthat the British Columbia Class Counsel Fees shall be paid out of the Gross
Settlement Fund.14.
    
    THIS COURT ORDERSthat this Court shall retain jurisdiction over the parties herein, the
British Columbia Class Members, the Claims Administrator and the Escrow Agent for all matters
relating to the British Columbia Action, including the administration, interpretation,
effectuation or enforcement of the Settlement Agreement and this Order, and including any
application for fees and expenses by the British Columbia Class Counsel and the Claims
Administrator incurred in overseeing and administering the Settlement in distributing
settlement proceeds to the British Columbia Class Members and in complying with the terms of
this Order and the Certification Order.15.
    
    THIS COURT ORDERSthat on notice to the Court but without further order of the Court, the
parties to the Settlement Agreement may agree to reasonable extensions of time to carry out
any of the provisions of the Settlement Agreement.16.
    
    THIS COURT ORDERS AND DECLARESthat the Released Parties have no responsibility for and no
liability whatsoever with respect to the administration of the Settlement.17.
    
    THIS COURT RECOGNIZES & ACKNOWLEDGESthat: (i) one of the effects of its determination that
the Settlement Agreement is fair is that, pursuant to Section 3(a)(10) of the United States
Securities Act of 1933, as amended, 15 U.S.C. ~ 77c(a)(l), the Gross Settlement Shares may be
distributed to Class Members, and to counsel for the plaintiffs in the Nortel I Actions as may
be awarded by the respective Courts, without registration and compliance with the prospectus
delivery requirements of U.S. securities laws; and (ii) Nortel will rely on such Section
3(a)(10) exemption (and Nortel will not register the
 9




---



##### 



Gross Settlement Shares under the United States Securities Act of 1933) based on this
Courts approval of the fairness of the Settlement.18.
    
    THIS COURT DECLARESthat all British Columbia Class Members to whom it is proposed to issue
Gross Settlement Shares have had the right to appear at the hearing on the fairness of the
Settlement Agreement, and that adequate notice of this hearing has been provided to British
Columbia Class Members in accordance with the terms of the Certification Order.19.
    
    THIS COURT ORDERSthat if (a) the Settlement is terminated by Nortel pursuant to the
Supplemental Agreement and paragraph 26 of the Stipulation; (b) any specified condition to the
Settlement set forth in the Stipulation is not satisfied and any of the Representative
Plaintiffs or Nortel elect(s) to terminate the Settlement as provided in paragraph 25 of the
Stipulation; or (c) is otherwise terminated pursuant to paragraph 27 of the Stipulation, then,
in any such event:
 (a)
    
    this Order (except for paragraphs 1, 10, 14, 16, 17, 18 and 19 herein) shall be
set aside, be of no further force or effect, and be without prejudice to any party;(b)
    
    the Certification Order (except for paragraph 24), shall be set aside and be of
no further force or effect, and be without prejudice to any party;(c)
    
    the British Columbia Action shall be immediately decertified as a class
proceeding pursuant to Section 10 of the Class Proceedings Act, RSBC 1996, c.50without
prejudice to the Plaintiffs ability to reapply for certification;(d)
    
    each party to the British Columbia Action shall be restored to his, her or its
respective position as it existed immediately prior to the execution of the Settlement
Agreement.
 20.
    
    THIS COURT ORDERS AND ADJUDGESthat any appeal or challenge affecting the approval of the
Plan of Allocation or this Courts approval of British Columbia Class Counsel fees shall in no
way disturb or affect the balance of this Order and shall be deemed to be separate and apart
from the balance of this Order.
 10




---



##### 



21.
    
    THIS COURT ORDERS AND ADJUDGESthat, upon the Effective Date, the British Columbia Action be
and is hereby dismissed against the Defendants with prejudice and without costs.
 BY THE COURT
DEPUTY DISTRICT REGISTRAR  Solicitor for the PlaintiffsSolicitor for the DefendantsNortel Networks Corporation,John A. Roth, F. William Connerand Chahram BolouriSolicitor for the Defendant, Frank Dunn
 11




---



##### 



IN THE SUPREME COURT OF BRITISH COLUMBIA
 :
 JANIE JEFFERY and RONALD MENSING
   NORTEL NETWORKS CORPORATION, JOHN A ROTH,
FRANK A. DUNN, F. WILLIAM CONNOR and
CHAHRAM BOLOURI
  
 ORDER




---



##### 



EXHIBIT J
 
 xIN RE NORTEL NETWORKS CORP.
    
    :
    
    Consolidated Civil Action No.:SECURITIES LITIGATION,
    
    :
:
    
    2001-CV-1855 (RMB)xTHIS DOCUMENT RELATES TO ALL ACTIONS
    
    ::x
 NOTICE OF PENDENCY OF CLASS ACTION
 TO:
    
    THIS NOTICE IS SENT PURSUANT TO RULE 23 OF THE FEDERAL RULES OF CIVIL PROCEDURE AND AN ORDER
OF THE-UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (THE COURT), DATED
SEPTEMBER 5, 2003. THE PURPOSE OF THIS NOTICE IS TO INFORM YOU OF (i). THE PENDENCY OF THE
ABOVE-CAPTIONED CLASS ACTION (THE ACTION); (ii) THE CERTIFICATION OF THE CLASS. DESCRIBED
HEREIN, OF. WHICH YOU MAY BE A MEMBER (CLASS MEMBER); AND (iii) YOUR RIGHT TO BE EXCLUDED
FROM THE CLASS.
 DEFINITION OF THE CLASS
    BACKGROUND OF THE LITIGATION
     1




---



##### 



inter alia
      YOU NEED NOT TAKE ANY ACTION TO BE OR REMAIN A MEMBER OF THE
CLASS
 RIGHTS IF YOU REMAIN A CLASS MEMBER
 3. IF YOU WISH TO REMAIN A CLASS MEMBER, YOU ARE NOT REQUIRED TO DO ANYTHING AT THIS
TIME
  TO BE EXCLUDED FROM THE CLASS
 In re Nortel Networks
Corp. Securities Litigation not
 2




---



##### 



SPECIAL NOTICE TO CANADIAN RESIDENTS
  Law et al. v. Nortel Networks Corp. et al. Securities Act Competition
Act
 Jeffery et al. v. Nortel
Networks Corp. et al.
 Association de Protection des Épargnants et
Investisseurs du Québec v. Nortel Networks, Corp.
   7. IF YOU DO NOT REQUEST EXCLUSION FROM THE CLASS IN THIS ACTION BY JUNE 14, 2004, YOU WILL BE
CONSIDERED A CLASS MEMBER OF THE ACTION AND COURT WILL CONSIDER YOU BOUND BY ANY FINAL JUDGMENT IN
THE ACTION, WHICH WILL BE DECIDED ON THE BASIS OF U.S. LAW RATHER THAN CANADIAN LAW. FURTHERMORE,
IF YOU DO NOT EXCLUDE YOURSELF FROM THE CLASS IN THIS ACTION,
 3




---



##### 



NORTEL WILL TAKE THE POSITION IN ANY EXISTING OR FUTURE CANADIAN PROCEEDINGS THAT YOU ARE
EXCLUDED FROM PARTICIPATING IN ANY CANADIAN CLASS PROCEEDINGS.
  MILBERG WEISS BERSHAD HYNES& LERACH LLP
Steven G. Schulman, Esq.
Daniel B. Scotts, Esq.
One Pennsylvania Plaza
New York New York 10119-0165
(800) 320-5081
   SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES,
  Nortel Securities Litigation
c/o The Garden City Group, Inc.
Notice Administrator
P.O. Box 9000 #6169
Merrick, NY 11566-9000
1-866-808-3538
  AVAILABILITY OF FILED PAPERS
  DO NOT ADDRESS ANY QUESTIONS ABOUT THE CASE TO THE CLERK OF THE COURT OR TO THE JUDGE
 4




---



##### 



Dated; March 10, 2004
    
    BY ORDER OF THE UNITED STATES DISTRICT COURTFOR THE SOUTHERN DISTRICT OFNEW YORK
 5