##### 



Exhibit 10.11
 Confidential Portions in Exhibit C omitted and filed separately with the Securities and
Exchange Commission. Bullet points denote omissions.
   xIn re NORTEL NETWORKS CORP.
    
    
    
    :
    
    Civil Action No. 05-MD-1659 (LAP)SECURITIES LITIGATION
    
    
    
    ::
    
    CLASS ACTION:This Document Relates To:
    
    
    
    ::ALL ACTIONS.
    
    
    
    :x
 STIPULATION AND AGREEMENT OF SETTLEMENT (NORTEL II)
 In re Nortel Networks Corp. Securities Litigation
 Skarstedt v. Corporation Nortel Networks Gallardi v.




---



##### 



Norte?
Networks Corporation et al.
 In re Nortel
Networks Corp. Securities Litigation
 Jeffery, et al., v. Nortel Networks Corp., et al. Frohlinger v. Norte/ Networks
Corp., et al. Association de Protection des Epargnants et Investisseurs du Quebec v.
Corporation Nortel Networks
  2




---



##### 



In re Nortel
Networks Corp. Securities Litigation
  3




---



##### 



4




---



##### 



Canada Business Corporations Act Securities Act Canadian Competition Act
  5




---



##### 



6




---



##### 



7




---



##### 



8




---



##### 



Code of Civil
Procedure Proceedings Act, 1992 Class Proceedings Act
 DEFINITIONS
   Jeffery et al. v. Nortel Networks Corporation et al.
 9




---



##### 



10




---



##### 



Indiana Electrical Workers
Pension Trust Fund IBEW and Laborers Local 100 and 397 Pension Fund v. Nortel Networks Corporation
    11
            12




---



##### 



13
         In re Nortel Networks Corp. Securities Litigation
  14




---



##### 



In re Nortel Networks Corp. Securities Litigation
     Gallardi v. Nortel Networks Corporation et al.
 Frohlinger v. Nortel Networks Corporation et al.
  15




---



##### 



16




---



##### 



Association de Protection des Epargnants et
Investisseurs du Quebec v. Corporation Nortel Networks
 17
         Skarstedt v. Corporation Nortel Networks
 18
        et seq. 19
       In re Nortel Networks Securities and
ERISA Litigation Rohac et al. v. Nortel Networks Corp. et al.
   20
          21




---



##### 



22
        23




---



##### 



SCOPE AND EFFECT OF SETTLEMENT
    24
        SETTLEMENT CONSIDERATION
    25
        26
        27




---



##### 



28




---



##### 



29




---



##### 



30




---



##### 



ADMINISTRATION
    31




---



##### 



32




---



##### 



ATTORNEYS FEES AND EXPENSES
  33




---



##### 



CLASS DISTRIBUTION ORDER/ADMINISTRATION EXPENSES
  34




---



##### 



DISTRIBUTION TO AUTHORIZED CLAIMANTS
    ADMINISTRATION OF THE SETTLEMENT
   35




---



##### 



36
         37
           38




---



##### 



TERMS OF ORDER FOR NOTICE AND HEARING
  39




---



##### 



TERMS OF ORDER AND FINAL JUDGMENT
   SUPPLEMENTAL AGREEMENT
  40




---



##### 



EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATION
   41
        Class Proceedings Act, 1992
  Code of Civil Procedure
 42
         (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
 43




---



##### 



the aforementioned MRRS decision document (the Exemptive 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)(1), 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
 44




---



##### 



notice of effectiveness shall have been received confirming that the
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);
    45




---



##### 



46




---



##### 



NO ADMISSION OF WRONGDOING
  47
            48




---



##### 



MISCELLANEOUS PROVISIONS
    49




---



##### 



50




---



##### 



51




---



##### 



52




---



##### 



BERNSTEIN LITOWITZ BERGER & GROSSMANN LLPBy:
    
    /s/ Max W. Berger

Max W. Berger (MB-5010)John P. Coffey (JC-3832)Jeffrey N. Leibell (JL-1356)1285 Avenue of the AmericasNew York, New York 10019Telephone: (212) 554-1400Facsimile: (212) 554-1444Lead Plaintiffs CounselSHEARMAN & STERLING LLPBy:
    
    /s/ Stuart J. Baskin

Stuart 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
 53




---



##### 



EXHIBIT A
 
 x:In re NORTEL NETWORKS CORP.
    
    :
    
    Civil Action No. 05-MD-1659 (LAP)SECURITIES LITIGATION
    
    ::
    
    CLASS ACTION:This Document Relates To:
    
    :::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 Investor s Business Daily PR
Newswire
  6




---



##### 



7




---



##### 



8




---



##### 



9




---



##### 



UNITED STATES DISTRICT JUDGE
 10




---



##### 



EXHIBIT A-1
 NOTICE OF PENDENCY AND CERTIFICATIONS OF CLASS ACTIONS
AND PROPOSED SETTLEMENTS, MOTIONS FOR ATTORNEYS FEES AND SETTLEMENT FAIRNESS HEARINGS (NORTEL II NOTICE)
  
    
    In Re Nortel Networks Corp. Securities Litigation, Master File No. 04 Civ. 2115 (LAP) in
the United States District Court for the Southern District of New York;
    
    Gallardi v. Nortel Networks Corporation, No. 05-CV-285606CP in the Ontario Superior
Court of Justice;
    
    Skarstedt v. Corporation Nortel Networks, No. 500-06-000277-059 in the Superior Court of
Quebec District of Montreal;
 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 April 24, 2003
through April 27, 2004, 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 $370,157,418 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 (Seeresponse 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 (the Nortel II Actions).
    
    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 in
the response to question 12 below).OBJECT
BY [September 15, 2006]
    
    Write to the Court(s) 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




---



##### 



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 $4.3
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.
  3




---



##### 



Further Information
  
    
    For the U.S. Action: Lead Plaintiffs Counsel: Jeffrey N. Leibell, Esq.,
Bernstein Litowitz Berger & Grossmann LLP, 1285 Avenue of the Americas, New York,
New York 10019.
    
    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: Philippe H. Trudel, Trudel &
Johnston, 85 de la Commune East, 3rd Floor, Montreal, Quebec H2Y 1J1.
 Reasons for the Settlement
   [END OF COVER PAGE]
 WHAT THIS NOTICE CONTAINS
 4




---



##### 



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
    
    
    61. Why did I get this notice package?
    
    
    62. What are these lawsuits about?
    
    
    83. Why are these class actions?
    
    
    94. Why is there a Settlement?
    
    
    9WHO IS IN THE SETTLEMENT
    
    
    105. How do I know if I am part of the Settlement?
    
    
    106. Are there exceptions to being included?
    
    
    107. What if I am still not sure I am included?
    
    
    11THE SETTLEMENT BENEFITS  WHAT YOU GET
    
    
    118. What does the Settlement provide?
    
    
    119. How much will my payment be?
    
    
    12HOW YOU GET A PAYMENT  SUBMITTING A PROOF OF CLAIM FORM
    
    
    1210. How can I get a payment?
    
    
    1211. When will I get my payment?
    
    
    1312. What am I giving up to get a payment or stay in the Class?
    
    
    13REQUESTING EXCLUSION (OPTING OUT) FROM THE SETTLEMENT
    
    
    1513. How do I get out of the proposed Settlement?
    
    
    1514. If I do not exclude myself, can I sue Nortel and the other
Released Parties for the same thing later?
    
    
    1515. If I exclude myself, can I get a payment from the proposed Settlement?
    
    
    16
 5




---



##### 



PageTHE LAWYERS REPRESENTING YOU
    
    
    1616. Do I have a lawyer in this case?
    
    
    1617. How will the lawyers and the Class Representatives be paid?
    
    
    16OBJECTING TO THE SETTLEMENT, PLAN OF ALLOCATION AND APPLICATIONS
FOR ATTORNEYS FEES AND REIMBURSEMENT OF LITIGATION EXPENSES
    
    
    1718. How do I tell the Courts that I do not like the
Settlement, the proposed Plan of Allocation, and/or the applications for
attorneys fees and reimbursement of litigation expenses?
    
    
    1719. What is the difference between objecting and excluding?
    
    
    19THE SETTLEMENT FAIRNESS HEARINGS
    
    
    1920. When and where will the Courts decide whether to approve
the proposed Settlement?
    
    
    1921. Do I have to come to any of the Settlement Fairness Hearings?
    
    
    2022. May I speak at the Settlement Fairness Hearings?
    
    
    20IF YOU DO NOTHING
    
    
    2023. What happens if I do nothing at all?
    
    
    20GETTING MORE INFORMATION
    
    
    2124. Are there more details about the proposed Settlement?
    
    
    2125. How do I get more information?
    
    
    21PLAN OF ALLOCATION OF SETTLEMENT PROCEEDS AMONG CLASS MEMBERS
    
    
    22SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES
    
    
    29NORTEL: CORPORATE GOVERNANCE PROVISIONS
    
    
    31
 6




---



##### 



BASIC INFORMATION
      Court
    
    ActionUnited States District
Court for the Southern
District of New York
(U.S. Court)
    
    In re Nortel Networks Corp. Securities
Litigation, Master File No. 04 Civ. 2115 (LAP)
(U.S. Action)Ontario Superior Court of
Justice (Ontario Court)
    
    Gallardi v. Nortel Networks Corp., No.
05-CV-285606CP (Ontario National Action)Superior Court of Quebec,
District of Montreal
(Quebec Court)
    
    Skarstedt v. Corporation Nortel Networks,
No. 500-06-000277-059 (Quebec Action)
   
    
    Ontario National Class: All persons or entities, except members of the Quebec 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 April 24, 2003 through April 27, 2004, inclusive.
    
    Quebec Class: All persons or entities 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 April 24, 2003 through
 7




---



##### 



April 27, 2004, inclusive. For purposes of the definition of Quebec Class, an entity means
a legal person established for a private interest, a partnership or an association if at all
times during the 12-month period preceding February 18, 2005, not more than 50 persons bound
to it by contract of employment were under its direction or control and if it is dealing at
arms length with the representative of the Quebec Class. Other entities may be members of
the Ontario National Class.
       8




---



##### 



Nortel II Action
    
    Class RepresentativesU.S. Action
    
    Ontario Teachers Pension Plan Board and the
Department of the Treasury of the State of New
Jersey and its Division of InvestmentOntario National Action
    
    Peter GallardiQuebec Action
    
    Clifford W. Skarstedt
    9




---



##### 



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 April 24, 2003
through April 27, 2004, 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 April 24, 2003
through April 27, 2004, inclusive.
   10




---



##### 



sold sold purchased purchased purchased wrote (sold)
  www.  .com
 THE SETTLEMENT BENEFITS  WHAT YOU GET
  [date]
  In re Nortel Networks Corp. Securities Litigation
 11




---



##### 



October 24, 2000 through February 15, 2001,
inclusive (the Nortel I Class Period)
    See Fonds daide aux recours collectifs
 12




---



##### 



HOW YOU GET A PAYMENT  SUBMITTING A PROOF OF CLAIM FORM
  www.  .com  2006
  2006
   Canada Business
Corporations Act Employee Retirement Income Security
Act of 1974 et seq
 13




---



##### 



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
      14




---



##### 



REQUESTING EXCLUSION (OPTING OUT) FROM THE SETTLEMENT
   Nortel II Securities Litigation  2006
 
   15




---



##### 



THE LAWYERS REPRESENTING YOU
   
    
    For the U.S. Action: Lead Plaintiffs Counsel Bernstein Litowitz Berger &
Grossmann LLP, 1285 Avenue of the Americas, New York, New York 10019, together with
Lowenstein Sandler P.C., 65 Livingston Avenue, Roseland, New Jersey 07068;
    
    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: Trudel & Johnston s.e.n.c., 85 de la Commune East,
3rd Floor, Montreal, Quebec H2Y 1J1;
   16




---



##### 



OBJECTING TO THE SETTLEMENT, PLAN OF ALLOCATION AND
APPLICATIONS FOR ATTORNEYS FEES AND REIMBURSEMENT
OF LITIGATION EXPENSES
   17




---



##### 



In re Nortel II
Securities Litigation
 
  18




---



##### 



THE SETTLEMENT FAIRNESS HEARINGS
    
    
    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.
  19




---



##### 



20




---



##### 



IF YOU DO NOTHING
  see see
 GETTING MORE INFORMATION
  www.  .com
 com
    
    
    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.
 21




---



##### 



PLAN OF ALLOCATION OF SETTLEMENT PROCEEDS
AMONG CLASS MEMBERS
  pro rata
   22




---



##### 



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
 1.
    
    For shares of Nortel common stock purchased between April 24, 2003 and March 10, 2004,
inclusive, and:
 a.
    
    sold at a loss prior to March 11, 2004, the Recognized Claim is the lesser of (x)
$0.29 per share, which is 10%2 of the inflation at the time of purchase
($2.90 per share), or (y) 10% of the difference between the purchase price and the
sales price.b.
    
    sold at a loss between March 11, 2004 and March 12, 2004, the Recognized Claim is
the lesser of: (i) the purchase price minus the sales price; or (ii) $0.44 per share.c.
    
    sold at a loss between March 15, 2004 and April 27, 2004, the Recognized Claim is
the lesser of: (i) the purchase price minus the sales price; or (ii) $1.48 per share.d.
    
    held as of the close of business on April 27, 2004, the Recognized Claim is the
lesser of: (i) the purchase price minus $4.05; or (ii) $2.90 per share.
 2.
    
    For shares of Nortel common stock purchased between March 11, 2004 and March 12, 2004,
inclusive, and:
 a.
    
    sold at a loss prior to March 15, 2004, the Recognized Claim is the lesser of (x)
$0.25, which is 10%3 of the inflation at the time of purchase ($2.46 per
share), and (y) 10% of the difference between the purchase price and the sales price.b.
    
    sold at a loss between March 15, 2004 and April 27, 2004, the Recognized Claim is
the lesser of: (i) the purchase price minus the sales price; or (ii) $1.04 per share.c.
    
    held as of the close of business on April 27, 2004, the Recognized Claim is the
lesser of: (i) the purchase price minus $4.05; or (ii) $2.46 per share.
 3.
    
    For shares of Nortel common stock purchased between March 15, 2004 and April 27, 2004,
inclusive, and:
 
 2
    
    Class members who sold Nortel common stock at
a loss prior to the close of trading on March 10, 2004 before the disclosures
made on March 11, 2004 would face a potential defense that their loss was not
related to the alleged misrepresentations because the same alleged
misrepresentations affected both their purchase and their sale. The discount
to 10% reflects this greater difficulty.3
    
    Class members who purchased Nortel common
stock on March 11 and 12, 2004 and who sold those shares of Nortel common stock
at a loss prior to the close of trading on March 12, 2004 (before the
disclosures made on March 15, 2004) would face a potential defense that their
loss was not related to the alleged misrepresentations because the same alleged
misrepresentations affected both their purchase and their sale. The discount
to 10% reflects this greater difficulty. 23




---



##### 



a.
    
    sold at a loss between March 15, 2004 and April 27, 2004, the Recognized Claim is
the lesser of (x) $0.14, which is 10%3 of the inflation at the time of
purchase ($1.42 per share), or (y) 10% of the difference between the purchase price and
the sales price.b.
    
    held as of the close of business on April 27, 2004, the Recognized Claim is the
lesser of: (i) the purchase price minus $4.05; or $1.42 per share.
 Put and Call Options
  Call Option Purchases
 1.
    
    For call options purchased between April 24, 2003 and March 10, 2004:
 a.
    
    No claim will be recognized for any Nortel call options purchased between April 24,
2003 and March 10, 2004 that were not owned as of the close of trading on March 10,
2004.b.
    
    For call options purchased between April 24, 2003 and March 10, 2004 and owned as
of the close of trading on March 10, 2004, an Authorized Claimants Recognized Claim
shall be the lesser of (a) 50% of the difference, if a loss, between (x) the amount
paid for the call options (including brokerage commissions and transaction charges) and
(y) the sum for which said call options were subsequently sold at a loss (after
brokerage commissions and transaction charges (or $0.00 if the call option expired
while still owned by the Authorized Claimant), or (b) $1.45 per share covered by such
call options (i.e., 50% of the $2.90 maximum per common share claim for this loss).c.
    
    No loss shall be recognized based on a sale or writing of any call option that was
subsequently repurchased.d.
    
    Shares of Nortel acquired during the Class Period through the exercise of a call
option shall be treated as a purchase on the date of exercise for the exercise price
plus the cost of the call option, and any Recognized Claim arising from such
transaction shall be computed as provided for other purchases of common stock.
 1.
    
    For call options purchased between March 11, 2004 and March 12, 2004:
 
 4
    
    Class members who purchased Nortel common
stock between March 15, 2004 and April 27, 2004 and who sold those shares of
Nortel common stock at a loss prior to the close of trading on April 27, 2004
(before the disclosures made on April 27, 2004) would face a potential defense
that their loss was not related to the alleged misrepresentations because the
same alleged misrepresentations affected both their purchase and their sale.
The discount to 10% reflects this greater difficulty. 24




---



##### 



a.
    
    No claim will be recognized for any Nortel call options purchased between March 11,
2004 and March 12, 2004 that were not owned as of the closed of trading on March 12,
2004.b.
    
    For Nortel call options purchased between March 11, 2004 and March 12, 2004 and
owned as of the close of trading on March 12, 2004, an Authorized Claimants Recognized
Claim shall be the lesser of (a) 50% of the difference, if a loss, between (x) the
amount paid for the call options (including brokerage commissions and transaction
charges) and (y) the sum for which said call options were subsequently sold at a loss
(after brokerage commissions and transaction charges (or $0.00 if the call option
expired while still owned by the Authorized Claimant), or (b) $1.23 per share covered
by such call options (i.e., 50% of the $2.46 maximum per common share claim for this
loss).c.
    
    No loss shall be recognized based on a sale or writing of any call option that was
subsequently repurchased.d.
    
    Shares of Nortel acquired during the Class Period through the exercise of a call
option shall be treated as a purchase on the date of exercise for the exercise price
plus the cost of the call option, and any Recognized Claim arising from such
transaction shall be computed as provided for other purchases of common stock.
 2.
    
    For call options purchased between March 15, 2004 and April 27, 2004:
 a.
    
    No claim will be recognized for any Nortel call options purchased between March 15,
2004 and April 27, 2004 that were not owned as of the closed of trading on April 27,
2004.b.
    
    For Nortel call options purchased between March 15, 2004 and April 27, 2004 and
owned as of the close of trading on April 27, 2004, an Authorized Claimants Recognized
Claim shall be the lesser of (a) 50% of the difference, if a loss, between (x) the
amount paid for the call options (including brokerage commissions and transaction
charges) and (y) the sum for which said call options were subsequently sold at a loss
(after brokerage commissions and transaction charges (or $0.00 if the call option
expired while still owned by the Authorized Claimant), or (b) $0.71 per share covered
by such call options (i.e., 50% of the $1.42 maximum per common share claim for this
loss).c.
    
    No loss shall be recognized based on a sale or writing of any call option that was
subsequently repurchased.d.
    
    Shares of Nortel acquired during the Class Period through the exercise of a call
option shall be treated as a purchase on the date of exercise for the exercise price
plus the cost of the call option, and any Recognized Claim arising from such
transaction shall be computed as provided for other purchases of common stock.
 25




---



##### 



Put Option Sales
  1.
    
    For put options sold (written) between April 24, 2003 and March 10, 2004:
 a.
    
    No claim will be recognized for Nortel put options sold (written) between April 24,
2003 and March 10, 2004 which were not the obligation of the Authorized Claimant as of
the close of trading on March 10, 2004.b.
    
    For Nortel put options sold (written) between April 24, 2003 and March 10, 2004
that were the obligation of the Authorized Claimant at the close of trading on March
10, 2004, an Authorized Claimants Recognized Claim shall be the lesser of (a) the
difference, if a loss, between (x) the amount received for writing the put option (net
of brokerage commissions and transaction charges) and (y) the sum for which said put
options were repurchased at a loss after the close of trading on March 10, 2004
(including brokerage commissions and transaction charges) or (b) $2.90 per share
covered by such put options.c.
    
    For Nortel put options written between April 24, 2003 and March 10, 2004 that were
put to the Authorized Claimant (i.e., exercised), the Authorized Claimants
Recognized Claim shall be calculated as a purchase of common stock as shown above, and
as if the sale of the put option were instead a purchase of Nortel common stock on the
date of the sale of the put option, and the purchase price paid shall be the strike
price less the proceeds received on the sale of the put option.d.
    
    No loss shall be recognized based on a sale of any put option that was previously
purchased.
 2.
    
    For put options sold (written) between March 11, 2004 and March 12, 2004:
 a.
    
    No claim will be recognized for any Nortel put options sold (written) between March
11, 2004 and March 12, 2004 that were not the obligation of the claimant as of the
close of trading on March 12, 2004.b.
    
    For Nortel put options sold (written) between March 11, 2004 and March 12, 2004
that were the obligation of the Authorized Claimant at the close of trading on March
12, 2004, an Authorized Claimants Recognized Claim shall be the lesser of (a) the
difference, if a loss, between (x) the amount received for writing the put option (net
of brokerage commissions and transaction charges) and (y) the sum for which said put
option was repurchased at a loss after the close of trading on March 12, 2004
(including brokerage commissions and transaction charges) or (b) $2.46 per share
covered by such put option.c.
    
    For Nortel put options written between April 24, 2003 and March 10, 2004 that were
put to the Authorized Claimant (i.e., exercised), the Authorized Claimants
Recognized Claim shall be calculated as a purchase of common stock as shown
 26




---



##### 



above, and as if the sale of the put option were instead a purchase of Nortel common
stock on the date of the sale of the put option, and the purchase price paid shall be
the strike price less the proceeds received on the sale of the put option.d.
    
    No loss shall be recognized based on a sale of any put option that was previously
purchased.
 3.
    
    For put options sold (written) between March 15, 2004 and April 27, 2004:
 a.
    
    No claim will be recognized for any Nortel put option sold (written) between March
15, 2004 and April 27, 2004 that was not the obligation of the claimant as of the close
of trading on April 27, 2004.b.
    
    For Nortel put options sold (written) between March 15, 2004 and April 27, 2004
that were the obligation of the Authorized Claimant at the close of trading on April
27, 2004, an Authorized Claimants Recognized Claim shall be the lesser of (a) the
difference, if a loss, between (x) the amount received for writing the put option (net
of brokerage commissions and transaction charges) and (y) the sum for which said put
options were repurchased at a loss after the close of trading on April 27, 2004
(including brokerage commissions and transaction charges) or (b) $1.42 per share
covered by such put options.c.
    
    For Nortel put options written between March 15, 2004 and April 27, 2004 that were
put to the Authorized Claimant (i.e., exercised), the Authorized Claimants
Recognized Claim shall be calculated as a purchase of common stock as shown above, and
as if the sale of the put option were instead a purchase of Nortel common stock on the
date of the sale of the put option, and the purchase price paid shall be the strike
price less the proceeds received on the sale of the put option.d.
    
    No loss shall be recognized based on a sale of any put option that was previously
purchased.
  pro rata
 27




---



##### 



pro rata
 pro
rata
     28




---



##### 



Fonds daide aux recours collectifs
 SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES
  
 
 
 By Order of the Courts
 29




---



##### 



30




---



##### 



APPENDIX A
 NORTEL: CORPORATE GOVERNANCE PROVISIONS
 Corporate Governance Enhancements
          30




---



##### 



31




---



##### 



32




---



##### 



EXHIBIT A-2
 PROOF OF CLAIM AND RELEASE
  
    
    In Re Nortel Networks Corp. Securities Litigation, Master File No. 04 Civ. 21
15 (LAP) in the United States District Court for the Southern District of New
York;
    
    Gallardi v. Nortel Networks Corporation,No. 05-CV-285606CP in the Ontario
Superior Court of Justice; and
    
    Skarstedt v. Corporation Nortel Networks,No. 500-06-000277-059 in the
Superior Court of Quebec District of Montreal.
   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




---



##### 



5




---



##### 



FOR NORTEL COMMON STOCK
   6




---



##### 



Aggregate CostDate(s) of Purchase
    
    Number of Shares of
    
    
    
    (including(List Chronologically)
    
    Common Stock
    
    Purchase Price Per Share
    
    commissions, taxes,(Month/Day/Year)
    
    Purchased
    
    of Common Stock
    
    and fees)___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $
  Date(s) of Sale (List
    
    
    
    
    
    Amount Received (netChronologically)
    
    Number of Shares of
    
    Sale Price Per Share
    
    of commissions, taxes,(Month/Day/Year)
    
    Common Stock Sold
    
    of Common Stock
    
    and fees)___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $___/___/___
    
    
    
    $
    
    $
  FOR CALL OPTIONS ON NORTEL COMMON STOCK
  Date Purchased(ListChronologically)
    
    
    
    
    
    Expiration Date(Month/Day/Year)
    
    Number of Contracts
    
    Strike Price
    
    (Month/Day/Year)
    
    Aggregate Cost___/___/___
    
    
    
    $
    
    ___/___/______/___/___
    
    
    
    $
    
    ___/___/______/___/___
    
    
    
    $
    
    ___/___/______/___/___
    
    
    
    $
    
    ___/___/___
  7




---



##### 



Aggregate CostDate of Purchase
    
    
    
    
    
    
    
    
    
    (including(List Chronologically)
    
    Number of
    
    
    
    Expiration Date
    
    Price Paid
    
    commissions,(Month/Day/Year)
    
    Contracts
    
    Strike Price
    
    (Month/Day/Year)
    
    Per Share
    
    taxes, and fees)___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $
  AggregateDate of Sale (List
    
    
    
    
    
    
    
    
    
    Received (net ofChronologically)
    
    Number of
    
    
    
    Expiration Date
    
    Sale Price
    
    commissions,(Month/Day/Year)
    
    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___/___/___
    
    $
    
    ___/___/___/___/___
    
    $
    
    ___/___/___/___/___
    
    $
    
    ___/___/___/___/___
    
    $
    
    ___/___/
  Number of Contracts
    
    Strike Price
    
    Expiration Date (Month/Day/Year)$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___
 FOR PUT OPTIONS ON NORTEL COMMON STOCK:
  8




---



##### 



Number of Contracts
    
    Strike Price
    
    Expiration Date (Month/Day/Year)$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___
  AggregateDate of Writing (Sale)
    
    
    
    
    
    
    
    
    
    Received (net of(List Chronologically)
    
    Number of
    
    
    
    Expiration Date
    
    Sale Price
    
    commissions,(Month/Day/Year)
    
    Contracts
    
    Strike Price
    
    (Month/Day/Year)
    
    Per Share
    
    taxes, and fees)___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $
  Aggregate CostDate of re-Purchase
    
    
    
    
    
    
    
    
    
    (including(List Chronologically)
    
    Number of
    
    
    
    Expiration Date
    
    Sale Price
    
    commissions,(Month/Day/Year)
    
    Contracts
    
    Strike Price
    
    (Month/Day/Year)
    
    Per Share
    
    taxes, and fees)___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $___/___/___
    
    
    
    $
    
    ___/___/___
    
    $
    
    $
  Expiration Date
    
    Date of ExerciseNumber of Contracts
    
    Strike Price
    
    (Month/Day/Year)
    
    (Month/Day/Year)$
    
    ___/___/___
    
    ___/___/___$
    
    ___/___/___
    
    ___/___/___$
    
    ___/___/___
    
    ___/___/___$
    
    ___/___/___
    
    ___/___/___
  9




---



##### 



Number of Contracts
    
    Strike Price
    
    Expiration Date (Month/Day/Year)$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___$
    
    ___/___/___
    Individuals:Social Security Number
    
    or
    
    Social
Insurance NumberEstates, Trusts, Corporations, etc.:Taxpayer Identification Number
    
    
    
    Business Number/Trust NumberCertification
 U.S. Persons and Entities
 10




---



##### 



Canadian or Other Non-U.S. Persons and Entities
  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.)
 
 11




---



##### 



REMINDER CHECKLIST
 o
 o
 o
 o
 12




---



##### 



NOTE: RECEIPT ACKNOWLEDGMENT NEEDED
 
 13




---



##### 



EXHIBIT A-3
  NORTEL II SECURITIES LITIGATION
 SUMMARY NOTICE OF PROPOSED SETTLEMENT CERTIFICATION OFCANADIAN ACTIONS,
MOTIONS FOR LEGAL FEES AND SETTLEMENTFAIRNESS HEARING
 THIS NOTICE MAY AFFECT YOUR RIGHTS, PLEASE READ CAREFULLY
 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
APRIL 24, 2003 THROUGH APRIL 27, 2004 (THE CLASS PERIOD),INCLUSIVE,
INCLUDING, BUT NOT LIMITED TO, THOSE PERSONS WHO TRADED IN NORTELSECURITIES ON
THE NEW YORK STOCK EXCHANGE AND/OR THE TORONTO STOCK EXCHANGE.
 NOTICE OF PROPOSED SETTLEMENT
   
    
    In Re Node/ Networks Corp. Securities Litigation, Master File No.
04 Civ. 2115 (LAP) in the United States District Court for the
Southern District of New York (New York Court) (U.S. Action);
    
    Galardi v. Norte/ Networks Corporation, No. 05-CV-285606CP in the
Ontario Superior Court of Justice (Ontario Court) (Ontario
National Action);
    
    Skarstedt v. Corporation Node/ Networks, No. 500-06-000277-059 in
the Superior Court of Quebec, District of Montreal (Quebec
Court) (Quebec Action);
 to U.S.
 TERMS OF PROPOSED SETTLEMENT
  NOTICE OF CERTIFICATION OF CLASSES
   
    
    Ontario National Class: All persons or entitles, except members of the Quebec 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 April 24, 2003 through April 27, 2004, inclusive.
    
    Quebec Class: All persons or entities, the latter having not more than 50 employees at
the relevant time  please refer to the Long-Form Notice , 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 Norte, common stock, during the period between April 24, 2003 through
April 27, 2004, inclusive.




---



##### 



OPTING-OUT OF THE CLASS
  
 not
 NOTICE OF SETTLEMENT FAIRNESS/APPROVAL HEARINGS
  
 
 
   PROOF OF CLAIM REQUIRED TO SHARE IN SETTLEMENT PROCEEDS
  FOR MORE INFORMATION
  
  PLAINTIFFS COUNSEL:
    This Summary Notice has been approved by the United States District Court for the Southern District
of New York, the Ontario Superior Court of Justice and the Superior Court of Quebec.
 2




---



##### 



EXHIBIT A-4
 
 Nortel I and II Canadian Actions
 Proposed Legal Notification Campaign
 Prepared by:Jeanne C. Finegan, APRJune 19, 2006




---



##### 



PageINTRODUCTION
    
    
    11. Legal Notice Communication Methodology
    
    
    22. Multi-National Legal Notice Experience
    
    
    43. Media Rationale Overview
    
    
    54. Direct Mail
    
    
    55. Publication
    
    
    86. Notice Program Strategy
    
    
    97. Publication Analysis
    
    
    128. Frequency Rationale
    
    
    149. Prominent Ad Position, Formatting and Plain Language
    
    
    1510. Internet Banner Advertising
    
    
    1511. Media Relations
    
    
    1612. Toll Free Information Line
    
    
    1613. Web Site
    
    
    1714. Conclusion
    
    
    1815. Budget Overview
    
    
    1816. Publication Summary
    
    
    1817. Media Definitions
    
    
    2118. Syndicated Research Definitions
    
    
    22Exhibit 1
    
    
    24Exhibit 2
    
    
    44
 i




---



##### 



INTRODUCTION
 NYSE symbols CRD.A/CRD/B
 Royal Ahold
 Jeanne C. Finegan, Senior Vice President, GCG
 The National Law
Journal, The ABAs Class Action Litigation Reporter, The
International Risk Management Institute
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 1




---



##### 



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). The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 2




---



##### 



2
 
 2
    
    The Nortel I Settlement includes three
actions covered by Canadian Law: (i) Law, et al., v. Nortel 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. Nortel 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. Nortel Networks Corp., Superior
Court, District of Montreal No.: 500-06-000 126-017 (the Quebec Proceeding).The Nortel II Settlement includes two actions governed by Canadian law:
(i) Gallardi v. Nortel 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. The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 3




---



##### 



3
 2. Multi-National Legal Notice Experience
  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,
 
  3
    
    Reach is the number or percentage of
different persons exposed to a specific media schedule. The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 4




---



##### 



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 Rule
23, constitutes the best notice practicable under the
circumstances, including individual notice to all members who can
be identified through reasonable effort.
  3. Media Rationale Overview
   4. Direct Mail
  The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 5




---



##### 



The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 6




---



##### 



The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 7




---



##### 



5. Publication
    The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 8




---



##### 



4
   Men
    
    
    62.38
    %Women
    
    
    37.62
    %Ages 35-64
    
    
    67.15
    %Own Home
    
    
    87.84
    %Employed
    
    
    66.00
    %Employed Full Time
    
    
    62.99
    %HHI $75K-$150K
    
    
    57.10
    %HHI $50K+
    
    
    79.72
    %English Canada
    
    
    76.64
    %French Canada
    
    
    23.36
    %Married
    
    
    77.44
    %Ontario
    
    
    40,29
    %Quebec
    
    
    25.90
    %British Columbia
    
    
    13.59
    %Alberta
    
    
    10.37
    %Manitoba/Saskachewan
    
    
    5.69
    %
  6. Notice Program Strategy
  
 4
    
    Detailed explanations of reach and frequency
are found on the Definitions page. The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 9




---



##### 



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
    
    
    
    238,775
    
    
    
    719,710
    
    
    
    32.90
    %Quebec
    
    
    572,085
    
    
    
    5,788,655
    
    
    
    7,126,580
    
    
    
    81.24
    %Ontario
    
    
    8,079,500
    
    
    
    493,630
    
    
    
    11,285,550
    
    
    
    4.37
    %Manitoba
    
    
    836,980
    
    
    
    44,775
    
    
    
    1,103,700
    
    
    
    4.06
    %Saskatchewan
    
    
    825,865
    
    
    
    18,035
    
    
    
    963,150
    
    
    
    1.87
    %Alberta
    
    
    2,405,935
    
    
    
    59,735
    
    
    
    2,941,150
    
    
    
    2.03
    %British Colombia
    
    
    2,885,300
    
    
    
    56,100
    
    
    
    3,868,875
    
    
    
    1.45
    %Yukon Territory
    
    
    24,840
    
    
    
    890
    
    
    
    28,525
    
    
    
    3.12
    %Northwest Territories
    
    
    28,985
    
    
    
    985
    
    
    
    37,105
    
    
    
    2.60
    %Nunavut
    
    
    7,370
    
    
    
    400
    
    
    
    26,665
    
    
    
    1.50
    %Total
    
    
    17,572,175
    
    
    
    5,741,965
    
    
    
    29,839,040
    
    
    
    22.75
    %Total
French Speakers
    
    
    6,741,965% French
Speakers of Total Pop.
    
    
    22.79
    %
 
    The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 10




---



##### 



Canadian Magazines Selected for this Legal Notice Program
 Canadian Business
    
    Bi-Weekly
    
    E
    
    
    92,000
    
    
    
    11.8
    
    
    
    1,085,600
    
    
    1/4 Page
    
    
    1Macleans
    
    Weekly
    
    E
    
    
    822,000
    
    
    
    7.1
    
    
    
    5,836,200
    
    
    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
    
    
    1/4 Page
    
    
    1Financial Post Business Magazine
    
    Monthly
    
    E
    
    
    221,000
    
    
    
    5.9
    
    
    
    1,303.900
    
    
    1/4 Page
    
    
    1Time Canada
    
    Weekly
    
    E
    
    
    239,000
    
    
    
    11.5
    
    
    
    2.748,500
    
    
    1/4 Page
    
    
    1MoneySense
    
    7X/Year
    
    E
    
    
    115.000
    
    
    
    8.2
    
    
    
    943,000
    
    
    1/4 Page
    
    
    1Readers Digest (English Edition)
    
    Monthly
    
    E
    
    
    1,990,000
    
    
    
    7.2
    
    
    
    14,328,000
    
    
    Full Page
    
    
    2Readers 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
    
    
    1/4 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
    
    
    1/4 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 (Sal)
    
    Daily
    
    E
    
    
    268.000
    
    
    
    2.6
    
    
    
    696,800
    
    
    1/4 Page
    
    
    1The Globe and Mail (Daily  Report on
Business Section)
    
    Daily
    
    E
    
    
    322,000
    
    
    
    4.1
    
    
    
    1,320,200
    
    
    1/4 Page
    
    
    1The Globe and Mail
(Sal  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.  The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 11




---



##### 



Toronto Star
    
    Toronto (Ontario)
    
    E
    
    
    2
    
    
    1/4 Page
    
    Sat.
    
    
    673,663
    
    
    Wed.
    
    
    462,985Toronto Sun
    
    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 (British Columbia)
    
    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 Drolt
    
    Ottawa-Hull (Ontario-Quebec)
    
    F
    
    
    1
    
    
    1/2 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 Page
    
    Fri.
    
    
    143,312
    
    
    Wed.
    
    
    125,827Le Journal de Quebec
    
    Quebec (Quebec)
    
    F
    
    
    2
    
    
    Full Page Tab
    
    Sat.
    
    
    122,863
    
    
    Wed.
    
    
    98,165Quebec City Le Soleil
    
    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.
    
    
    10%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 Brunwick
    
    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 Page 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
  The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 12




---



##### 



Canadian Business
   % Coverage and Composition Index Target: Own Common or Preferred Stock
 Target: Own Common or Preferred Stock
 Canadian Business
    
    
    10.78
    %
    
    
    (276
    )Macleans
    
    
    14.19
    %
    
    
    (135
    )Lactualite
    
    
    6.69
    %
    
    
    (181
    )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
    )Readers 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 Mall (Sat  Report on Business Section)
    
    
    11.65
    %
    
    
    (254
    )
  The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 13




---



##### 



Magazine Dimensions 2005 regardless
 8. Frequency Rationale
   High
    
    Moderate
    
    LowFactor
    
    Frequency
    
    Frequency
    
    Frequency
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 14




---



##### 



9. Prominent Ad Position, Formatting and Plain Language
 www.fjc.gov/public/home.nsf www.plainenglish.co.uk www.plainlanguagenetwork.org
  5
  
 5
    
    Deborah R. Hensler et al., CLASS ACTION
DILEMAS, PURSUING PUBLIC GOALS FOR PRIVATE GAIN. RAND (2000). The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 15




---



##### 



10. Internet Banner Advertising
   11. Media Relations
  12. Toll Free Information Line
  The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 16




---



##### 



13. Web Site
  The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 17




---



##### 



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). The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 18




---



##### 



Macleans
  Lactualite
  Report On Business Magazine (Globe & Mail)
  Financial Post Business Magazine
  Time Canada
  MoneySense
  The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 19




---



##### 



Readers Digest
 (English Edition)
  Readers Digest
 (French Edition)
  Canadian Living
  Coup de Pouce
  Canadian Geographic
  The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 20




---



##### 



Chatelaine
 (English Edition)
  Chatelaine
 (French Edition)
  The National Post
  The Globe and Mail
  17. Media Definitions
 REACH
 FREQUENCY
 GROSS IMPRESSIONS
 READERS-PER-COPY (RPC)
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 21




---



##### 



18. Syndicated Research Definitions
 PMB
   *See www.pmb.ca/public/e/index.htm .
 INTERACTIVE MARKET SYSTEMS (IMS)
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 22




---



##### 



NADbank
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 23




---



##### 



Exhibit 1




---



##### 



JEANNE C. FINEGAN, APR
       In re: UAW v General Motors Corporation
 In re: Wicon, Inc. v. Cardservice International, Inc.
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 24




---



##### 



In re: Varacallo, et aL v. Massachusetts Mutual Life
Insurance Company, et al.
 (Preliminary Approval Order at 9). ... the Court
found that ... all of the notices are written in
simple terminology, are readily understandable by
Class Members, and comply with the Federal Judicial
Centers illustrative class action notices.
 ... 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 newspaper preferences of the Class
Members. (Id. at 0 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
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 25




---



##### 



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
  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
  The Class Notice satisfied the requirements of
California Rules of Court 1856 and 1859 and due
process and constituted the best notice practicable
under the circumstances.
 In re: Sager v. Inamed Corp. and McGhan Medical Breast
Implant Litigation
  The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 26




---



##### 



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. 00-22.1
 In re: North Carolina Microsoft Antitrust Litigation
Settlement
  The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 27




---



##### 



In re: MCI Non-Subscriber RatePavers Litigation www.rateclaims.com
  As further authorized by the Court, [Ms.
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
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 28




---



##### 



settlement met all requirements required by law,
including all Constitutional requirements.
 In re: Pigford v. Glickman and U.S. Department of
Agriculture
  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
Case
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 29




---



##### 



www.swissbankclaims.com/
 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-SeaPM 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
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 Siding
Litigation
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 30




---



##### 



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. ¶¶9-II) 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
  ...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 and
that the Notice complies with the requirements of
Civ. R. 23(C).
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 31




---



##### 



In re: Johns Manville Phenolic Foam Litigation
 In re: James Hardie Roofing Litigation
  The notice program required by the Preliminary
Order has been fully carried out.... [and 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
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 32




---



##### 



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 Cyanamid, 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.
 In re: Bristow v Fleetwood Enterprises Litigation
 In re: New Orleans Tank Car Leakage Fire Litigation
 In re: Garria Spencer v. Shell Oil Company
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 33




---



##### 



In re: Rene Rosales v. Fortune Insurance Company Order Granting Intervenors
Objections to Class Action settlement
 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 Mirrorrm Litigation
 In re: Laborers District Counsel of Alabama Health and
Welfare Fund v Clinical Laboratory Services, Inc
 In re: StarLink Corn Products Liability Litigation
 In re: Albertsons Back Pay Litigation
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 34




---



##### 



In re: Georgia Pacific Hardboard Siding Recovering
Program
 In re: Diet Drug Litigation
 In re: ABS II Pipes Litigation www.abspipes.com/
 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
 In re: Sprint Corporation Optical Fiber Litigation
 In re: Shelter Mutual Insurance Company Litigation
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 35




---



##### 



In re: Consecos Inc. Securities Litigation
 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 Oregon A.A.
 A Sample of Finegans Bankruptcy Experience 
  In re: United Airlines www.pd-ual.com/
 In re: Enron
 In re: Dow Corning
 In re: Harnischfeger Industries
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 36




---



##### 



In re: Keene Corporation
 In re: Lamonts
 In re: Monet Group Holdings
 In re: Laclede Steel Company
 In re: Columbia Gas Transmission Corporation
 In re: U.S.H. Corporation of New York, et al
 In re: Best Products Co., Inc.
 In re: Lodzian, 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
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 37




---



##### 



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: Heilij-Meyers Company, et al
 Product Recall and Crisis Communication
 Resers Fine Foods
 Background
   The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 38




---



##### 



Articles
 Approaches to Notice in State Court Class Actions
 Recall Effectiveness Research
  The Web Offers Near, Real-Time Cost Efficient Notice
 Determining Adequate Notice in Rule 23 Actions
  The Electronic Nature of Legal Noticing
 Three Important Mantras for CEOs and Risk Managers in
2002
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 39




---



##### 



Used the Bat Signal Lately
 How Much is Enough Notice
 Monitoring the Internet Buzz
 High-Profile Product Recalls Need More Than the Bat Signal
  Keep Up with Class Action
 The Great Debate  How Much is Enough Legal Notice
 Speaker/Expert Panelist/Presenter
 Practicing Law Institute
    
    Faculty Panelist  CLE
Presentation -11 m 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.
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 40




---



##### 



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 LawCenter Mass
Tort LitigationInstitute
    
    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.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.
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 41




---



##### 



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
   The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 42




---



##### 



Exhibit 2




---



##### 



Federal-Mogul Global Inc http://www.fmoplan.com/
 Complexities:
 Re Western Union Monev Transfer Litig http://www.cruzlitigation.com/
 Complexities:
 In re: Swiss Banks Holocaust Victim Asset Litigation www.swissbankclaims.com/
 Complexities. The web site had to be developed in 21 native languages. The
site also had to be designed to work under the lowest common
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 43




---



##### 



browser. The site was tested across more than 100 different platforms so
that a wide range of visitors could easily access this site. Because of the
sensitive nature of the information collected on this site, extraordinary
security measures had to be established and actively managed to protect it
from intrusion and to this day cannot be fully disclosed.
 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.
 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, Inc. 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.
 The Garden City Group, Inc. # 105 Maxess Road # Melville. NY 11747-3836 /Page 44




---



##### 



EXHIBIT B
 
 xIn re NORTEL NETWORKS CORP.
    
    :
    
    Civil Action No. 05-MD-1659 (LAP)SECURITIES LITIGATION
    
    ::
    
    CLASS ACTION:This Document Relates To:
    
    ::ALL ACTIONS.
    
    ::x
 ORDER AND FINAL JUDGMENT




---



##### 



2




---



##### 



3




---



##### 



4




---



##### 



5




---



##### 



Canada Business
Corporations Act provided, however et seq In re Nortel Networks Securities and ERISA Litigation
 6




---



##### 



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
  7




---



##### 



8




---



##### 



9




---



##### 



10




---



##### 



11




---



##### 



12




---



##### 



Dated:
    
    New York, New York, 2006[Insert Judge Name: Honorable]UNITED STATES DISTRICT JUDGE
 13




---



##### 



Confidential Portions omitted and filed separately with the Securities and Exchange Commission. Bullet points denote omissions.
 EXHIBIT C
 SUPPLEMENTAL AGREEMENT  NORTEL II
 In re Nortel 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.
    - 4 -




---



##### 



Confidential Portions omitted and filed separately with the Securities and Exchange Commission. Bullet points denote omissions.
  BERNSTEIN LITOWITZ BERGER & GROSSMANN LLPBy:
    
    /s/ Max W. BergerMax W. Berger (MB 5010)John P. Coffey (JC-3832)Jeffrey N. Leibell (JL-1356)1285 Avenue of the AmericasNew York, New York 10019Telephone: (212) 554-1400Facsimile: (212) 554-1444Lead Plaintiffs CounselSHEARMAN & 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
 THE HONOURABLE SENIOR REGIONAL
    
    
    )
    
    
    DAY, THE           DAYJUSTICE WINKLER
    
    
    )
    
    
    OF                               , 2006BETWEEN:
    
    
    )
    
   ORDER
 THIS MOTION 
 ON READING
 THIS COURT ORDERS AND DECLARES
 (a)
    
    Claims Administrator means the entity approved by this Court pursuant to
paragraph 10 herein to administer the Settlement;




---



##### 



(b)
    
    Class Members means members of the Ontario National Class, he Quebec Class
and the U.S. Global Class;(c)
    
    Class Period means the period of time between April 24, 2003 through April
27, 2004, inclusive;(d)
    
    Courts means this Court, the Supreme Court of British Columbia and the United
States District Court for the Southern District of New York;(e)
    
    Defendants means the persons and entities named as defendants in the Ontario
National Action;(f)
    
    Escrow Agent has the meaning set forth in the Stipulation;(g)
    
    Excluded Persons means: (i) Nortel and the Individual Defendants; (ii) the
Other Individuals; (iii) members of any of the Individual Defendantsimmediate
families; (iv) any entity in which Nortel or any of the Individuals Defendantsor the
Other Individualshas a controlling interest; (v) any parent, subsidiary or affiliate
of Nortel; (vi) any person who was an officer or directors of Nortel or any of its
subsidiaries or affiliates during the Class Period; and (vii) legal representatives,
heirs, predecessors, successors or assigns of any of the Excluded Persons;(h)
    
    Gross Cash Settlement Fund has the meaning set forth in the Stipulation;(i)
    
    Gross Settlement Fund has the meaning set forth in the Stipulation;(j)
    
    Gross Settlement Shares means 314,333,875 shares of common stock of Nortel to
be issued by Nortel, pursuant to the Settlement, as may b adjusted in accordance with
paragraph 4(d) of the Stipulation;(k)
    
    Individual Defendants means Frank A. Dunn, Douglas Beatty, Michael Gollogly,
John Edward Cleghorn, Robert Ellis Brown, Robert Alexander Ingram, Guylaine Saucier and
Sherwood Hubbard Smith, Jr.;(l)
    
    Nortel means the Defendant, Nortel Networks Corporation;(m)
    
    Nortel II Actions means the Ontario National Action, the Quebec Action, and
the U.S. Action;(n)
    
    Nortel II Defendants means Nortel, the Individual Defendantsand Deloitte &
Touche LLP;(o)
    
    Notice means the notice to the class in the Nortel II Actions, substantially
in the form attached as Schedule B to this Order;
 2




---



##### 



(p)
    
    Notice Plan means the plan for the publication and dissemination of the
Notice, Publication Noticeand Proof of Claimby the Claims Administrator, attached as
Schedule E to this Order;(q)
    
    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;(r)
    
    Ontario National Class means the class certified for the purpose of
settlement in the Ontario National Actionpursuant to paragraph 3 of this Order;(s)
    
    Ontario National Class Counsel means Rochon Genova LLP ad Lerners LLP;(t)
    
    Ontario National Class Counsel Fees means the fees, disbursements, costs,
GST, and other applicable taxes or charges of Ontario National Class Counsel;(u)
    
    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;(v)
    
    Other Individuals means James Kinney (Finance Chief for Nortels Wireless
Networks Division, Richardson, Texas), Ken Taylor (Vice President for Nortels
Enterprise Networks Division, Raleigh, North Carolina), Craig Johnson (Finance Director
for Nortels Wireline Networks Division, Richardson, Texas), Doug Hamilton (Finance
Director for Nortel 5 Optical Networks Group, Montreal, Quebec), Michel Gasnier (Vice
President of Finance for Europe), Robert Ferguson (Vice President of Finance for
China), and William Bowrey (Controller for Asia);(w)
    
    Proof of Claim means the form substantially in the form attached as Schedule
C to this Order;(x)
    
    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 D to this Order;(y)
    
    Representative Plaintiffs means, collectively, the representative : or lead
plaintiffs in each of the Nortel II Actions;(z)
    
    Quebec Action means the proceeding in the Superior Court of Quebec (District
of Montreal), Clifford W. Skarstedt v. Corporation Nortel Networks, No.
500-06-000277-059;(aa)
    
    Quebec Class means all persons and entities, 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. For purposes of the definition of Quebec Class, an
 3




---



##### 



entity means a legal person established for a private interest, a partnership or an
association if at all times during the 12-month period preceding February 18, 2005,
not more than 50 persons bound to it by contract of employment were under its
direction or control and if it s dealing at arms length with the representative of
the Quebec Class;(bb)
    
    Released Parties means any and all of the Nortel II Defendants, their past or
present subsidiaries, parents, principals, affiliates, general o- 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 II Defendanthas a controlling interest or which is related to or
affiliated with any of the Nortel II Defendants, and the legal representatives, heirs,
executors, administrators, trustees, successors in interest or assigns of the Nortel II
Defendants;(cc)
    
    Settled Claims means any and all claims, debts, demands, rights Br 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 II Actionsagainst any of the Released Parties, or
(ii) that could have been asserted in any forum by the Class Members in the Nortel II
Actions, or any of them, against any of the Released Parties, that arise out of or  e
based upon the allegations, transactions, facts, matters or occurrences,
representations or omissions involved, set forth, or referred to in the Nortel II
Actions and that relate to the purchase of Nortel common stock or ca I 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. C44, 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 II Actions.
Settled Claims does not mean or include claims, if any, against the Released Parties:
(a) 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
 4




---



##### 



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;(dd)
    
    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 and Norel, dated June 20, 2006, which
is attached to this Order as Schedule A;(ee)
    
    Settlement means the proposed settlement of the Nortel II Actionspursuant to
the terms set forth in the Settlement Agreementadopting and ratifying the Stipulation;(ff)
    
    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;(gg)
    
    Stipulation means the Stipulation and Agreement of Settlement attached to the
Settlement Agreement as Schedule A;(hh)
    
    Supplemental Agreement means the agreement referred to in paragraph 23 of the
Stipulation setting 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;(ii)
    
    Unknown Claims means any and all Settled Claimswhich a y 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;(jj)
    
    U.S. Action means the proceeding in the U.S. Federal District Court for the
Southern District of New York, Master File No. 05-MD-1659 (LAP);(kk)
    
    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, Norte) 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.
 THIS COURT ORDERS
 THIS COURT ORDERS
 5




---



##### 



THIS COURT ORDERS
 THIS COURT ORDERS
  THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 6




---



##### 



THIS COURT ORDERS
 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




---



##### 



(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.(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 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
 9




---



##### 



THIS COURT ORDERS Class
Proceedings Act
 THIS COURT ACKNOWLEDGES Securities Act of 1933
 10




---



##### 



THIS COURT DECLARES
 
 11




---



##### 



EXHIBIT E
 CANADA
    
    (CLASS ACTION)PROVINCE OF QUÉBEC
    
    SUPERIOR COURTDISTRICT OF MONTREALNO: 500-06-000277-059
    
    CLIFFORD W. SKARSTEDTPetitioner-v.CORPORATION NORTEL NETWORKSRespondentandFONDS DAIDE AUX RECOURSCOLLECTIFSMis en cause
 ORDER
 THIS MOTION
 ON READING
 THIS COURT ORDERS AND DECLARES
 (a)
    
    "Claims Administrator means the entity approved by this Court pursuant to
paragraph 10 to administer the Settlement;(b)
    
    "Class Members means members of the Ontario National Class, the Quebec Class
and the U.S. Global Class;




---



##### 



(c)
    
    "Class Period means the period of time between April 24, 2003 through April
27, 2004, inclusive;(d)
    
    "Courts means the Ontario Court, the Quebec Courtand the U.S. Court;(e)
    
    "Defendant means the Respondent, Corporation Nortel Networks;(f)
    
    "Escrow Agent has the meaning set forth in the Stipulation;(g)
    
    "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;(h)
    
    "Gross Cash Settlement Fund has the meaning set forth in the Stipulation;(i)
    
    "Gross Settlement Fund has the meaning set forth in the Stipulation;(j)
    
    "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;(k)
    
    "Individuals means Frank A. Dunn, Douglas Beatty, Michael Gollogly, John
Edward Cleghorn, Robert Ellis Brown, Robert Alexander Ingram, Guylaine Saucier,
Sherwood Hubbard Smith, Jr., James Kinney (Finance Chief for Nortels Wireless Networks
Division, Richardson, Texas), Ken Taylor (Vice President for Nortels Enterprise
Networks Division, Raleigh, North Carolina), Craig Johnson (Finance Director for
Nortels Wireline Networks Division, Richardson, Texas), Doug Hamilton (Finance
Director for Nortels Optical Networks Group, Montreal, Quebec), Michel Gasnier (Vice
President of Finance for Europe), Robert Ferguson (Vice President of Finance for
China), and William Bowrey (Controller for Asia);(l)
    
    "Nortel means the Respondent, Corporation Nortel Networks;(m)
    
    "Nortel II Actions means the Ontario National Action, the Quebec Actionand
the U.S. Action;(n)
    
    "Nortel II Defendants means Nortel, Frank A. Dunn, Douglas Beatty, Michael
Gollogly, John Edward Cleghorn, Robert Ellis Brown, Robert Alexander Ingram, Guylaine
Saucier, Sherwood Hubbard Smith, Jr. and Deloitte & Touche LLP;




---



##### 



(o)
    
    "Notice means the global notice to the classes in the Nortel II Actions
substantially in the form attached as Schedule B to this Order, as approved in
paragraph 12 of this Order;(p)
    
    "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;(q)
    
    "Ontario Court means the Ontario Superior Court of Justice;(r)
    
    "Ontario National Action means the proceeding in the Ontario Superior Court of
Justice, Gallardi v. Nortel Networks Corporation et al., Court File No. 05-CV-285606CP;(s)
    
    "Ontario National Class means all persons, except Excluded Personsand except
members of 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;(t)
    
    "Proof of Claim means the form substantially in the form attached as Schedule
C to this Order, as approved in paragraph 13 of this Order;(u)
    
    "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 18 of this Order;(v)
    
    "Quebec Action means this proceeding;(w)
    
    "Quebec Class means all persons and entities, 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. For purposes of the definition of Quebec Class, an entity means a
legal person established for a private interest, a partnership or an association if at
all times during the 12-month period preceding February 18, 2005, not more than 50
persons bound to it by contract of employment were under its direction or control and
if it is dealing at arms length with the representative of the Quebec Class;(x)
    
    "Quebec Class Counsel means Trudel & Johnston;(y)
    
    "Quebec Class Counsel Fees means the fees, disbursements, costs, GST, and
other applicable taxes or charges of Quebec Class Counsel;




---



##### 



(z)
    
    "Quebec Class Member means a member of the Quebec Classwho does not opt out
of, or request exclusion from, the Quebec Classin the manner set forth in this Order;(aa)
    
    "Quebec Court means the Superior Court of Quebec;(bb)
    
    "Released Parties means any and all of the Nortel II 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 II Defendanthas a controlling interest or
which is related to or affiliated with any of the Nortel II Defendants, and the legal
representatives, heirs, executors, administrators, trustees, successors in interest or
assigns of the Nortel II Defendants;(cc)
    
    "Representative Plaintiffs means, collectively, the representative or lead
plaintiffs in each of the Nortel II Actions;(dd)
    
    "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 II Actionsagainst any of the Released Parties, or
(ii) that could have been asserted in any forum by the Class Membersin the Nortel II
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 II
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 II
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 Claimsfurther 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;(ee)
    
    "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
___, 2006, which is attached to this Order as Schedule A;(ff)
    
    "Settlement means the proposed settlement of the Nortel II Actionspursuant to
the terms set forth in the Settlement Agreementadopting and ratifying the Stipulation;(gg)
    
    "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;(hh)
    
    "Stipulation means the Stipulation and Agreement of Settlement attached to the
Settlement Agreement as Schedule A;(ii)
    
    "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;(jj)
    
    "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;(kk)
    
    "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, Master File No. 05-MD-1659 (LAP);(ll)
    
    "U.S. Court means the U.S. Federal District Court for the Southern District of
New York; and




---



##### 



(mm)
    
    "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.
 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 , 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(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 Securities Act of 1933
 Date
    
    J.C.S.




---



##### 



EXHIBIT F
  ONTARIO  SUPERIOR COURT OF JUSTICE
 THE HONOURABLE SENIOR
    
    
    )
    
    
    DAY, THE           DAYREGIONAL JUSTICE WINKLER
    
    
    ))
    
    
    OF                               , 2006
     
  Class Proceeding Act
 ORDER
 THIS MOTION
 ON READING
 1. THIS COURT DECLARES
 1




---



##### 



(a)
    
    Certification Ordermeans the Order certifying this action as a class
proceeding dated June ___2006;(b)
    
    Claims Administratormeans The Garden City Group, Inc.;(c)
    
    Class Membersmeans members of the Ontario National Class, the Quebec Class
and the U.S. Global Class;(d)
    
    Class Periodmeans the period of time between April 24, 2003 through April
27, 2004, inclusive;(e)
    
    Courtsmeans this Court, the Superior Court of Quebec and the United States
Federal District Court for the Southern District of New York;(f)
    
    Defendantsmeans the persons and entities named as defendants in the Ontario
National Action;(g)
    
    Derivative Application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;(h)
    
    Effective Datemeans the date upon which the Settlementcontemplated by the
Settlement Agreementshall become effective, as provided in paragraph 24 of the
Stipulation;(i)
    
    Escrow Agenthas the meaning set forth in the Stipulation;(j)
    
    Excluded Personsmeans: (i) Nortel and the Individual Defendants; (ii) the
Other Individuals; (iii) members of any of the Individual Defendantsimmediate
families; (iv) any entity in which Nortel or any of the Individuals Defendantsor the
Other Individualshas a controlling interest; (v) any parent, subsidiary or affiliate
of Nortel; (vi) any person who was an officer or directors of Nortel or any of its
subsidiaries or affiliates during the Class Period; and (vii) legal representatives,
heirs, predecessors, successors or assigns of any of the Excluded Persons;(k)
    
    Gross 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)
    
    Individual Defendantsmeans Frank A. Dunn, Douglas Beatty, Michael Gollogly,
John Edward Cleghorn, Robert Ellis Brown, Robert Alexander Ingram, Guylaine Saucier and
Sherwood Hubbard Smith, Jr.;
 2




---



##### 



(n)
    
    Nortelmeans the Defendant, Nortel Networks Corporation;(o)
    
    Nortel I Actionsmeans the following proceedings in Canada and the U.S.:
 (i)
    
    Frohlinger v. Nortel Networks Corporation et al., Ontario
Superior Court of Justice, Court File No. 02-CL-4605;(ii)
    
    Association de Protection des Epargnants et Investisseurs du
Quebec v. Corporation Nortel Networks, Superior Court of Quebec, District of
Montreal, No.: 500-06-000126-017;(iii)
    
    Jeffery et al. v. Nortel Networks Corporation et al., Supreme
Court of British Columbia, Vancouver Registry Court File No. S015159; and(iv)
    
    In re Nortel Networks Corp. Securities Litigation, Consolidated
Civil Action No. 01-CV-1855 (RMB);
 (p)
    
    Nortel II Actionsmeans the Ontario National Action, the Quebec Actionand
the U.S. Action;(q)
    
    Nortel II Defendantsmeans Nortel, the Individual Defendants and Deloitte &
Touche LLP;(r)
    
    Ontario National Actionmeans this proceeding;(s)
    
    Ontario National Class Counselmeans Rochon Genova LLP and Lerners LLP;(t)
    
    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;(u)
    
    Ontario National Classmeans all persons, except Excluded Personsand except
members of 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)
    
    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;(w)
    
    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;(x)
    
    Other Individualsmeans James Kinney (Finance Chief for Nortels Wireless
Networks Division, Richardson, Texas), Ken Taylor (Vice President for Nortels
Enterprise Networks Division, Raleigh, North Carolina), Craig Johnson (Finance
 3




---



##### 



Director for Nortels Wireline Networks Division, Richardson, Texas), Doug Hamilton (Finance
Director for Nortels Optical Networks Group, Montreal, Quebec), Michel Gasnier (Vice
President of Finance for Europe), Robert Ferguson (Vice President of Finance for
China), and William Bowrey (Controller for Asia);(y)
    
    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;(z)
    
    Proceedingsmeans the Ontario National Action, the Quebec Action, the U.S.
Actionand the Nortel I Actions;(aa)
    
    Quebec Actionmeans the proceeding in the Superior Court of Quebec (District
of Montreal), Clifford W. Skarstedt v. Corporation Nortel Networks, No:
500-06-000277-059;(bb)
    
    Quebec Classmeans all persons and entities, 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. For purposes of this definition, an entity means a legal person
established for a private interest, a partnership or an association if at all times
during the 12-month period preceding February 18, 2005, not more than 50 persons bound
to it by contract of employment were under its direction or control and if it is
dealing at arms length with the representative of the Quebec Class;(cc)
    
    Released Partiesmeans any and all of the Nortel II 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 II Defendanthas a controlling interest or which is related to or
affiliated with any of the Nortel II Defendants, and the legal representatives, heirs,
executors, administrators, trustees, successors in interest or assigns of the Nortel H
Defendants;(dd)
    
    Representative Plaintiffsmeans, collectively, the representative or lead
plaintiffs in each of the Canadian Actionsand the U.S. Action;(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
 4




---



##### 



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 II Actionsagainst any of the Released Parties, or
(ii) that could have been asserted in any forum by the Class Membersin the Nortel II
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 II
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 II
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 Derivative Application;(ff)
    
    Settled Defendants Claim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 II
Actionsor any forum by the Nortel II 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 II 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);(gg)
    
    Settlement Agreementmeans the Settlement Agreement and Confirmation of
Stipulation and Agreement of Settlement, including the Stipulationattached thereto,
entered into between the Plaintiffs and Nortel, dated as of June 20, 2006, attached to
this Order as Schedule A;(hh)
    
    Settlementmeans the proposed settlement of the Nortel II Actionspursuant to
the terms set forth in the Settlement Agreement adopting and ratifying the Stipulation;
 5




---



##### 



(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 Partiesand any Settled
Defendants Claimswhich any Nortel II 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;(ll)
    
    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, Master File No. 05-MD-1659 (LAP); and(mm)
    
    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.
 2. THIS COURT DECLARES
 3. THIS COURT ORDERS Class Proceedings Act, 1992
 4. THIS COURT DECLARES Rules
of Civil Procedure
 5. THIS COURT ORDERS
 6. THIS COURT ORDERS AND DECLARES
 6




---



##### 



7. THIS COURT ORDERS
 8. THIS COURT ORDERS
 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
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;
 7




---



##### 



(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 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
 15. THIS COURT ORDERS
 16. THIS COURT ORDERS AND DECLARES
 17. THIS COURT RECOGNIZES & ACKNOWLEDGES Securities
Act of 1933
 8




---



##### 



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
 
 9




---



##### 



PETER GALLARDI
    
    
    
    NORTEL NETWORKS CORPORATION
    
    
    Court File No: 05-CV-285606CPPlaintiff
    
    and
    
    et al.DefendantsONTARIOSUPERIOR COURT OF JUSTICEProceeding commenced at TorontoORDER
 10




---



##### 



EXHIBIT G
 CANADA
    
    (CLASS ACTION)PROVINCE OF QUÉBEC
    
    SUPERIOR COURTDISTRICT OF MONTREALNO : 500-06-000277-059
    
    CLIFFORD W. SKARSTEDTRepresentative- v. -CORPORATION NORTEL NETWORKSDefendantandFONDS DAIDE AUX RECOURSCOLLECTIFSMis en cause
 ORDER
 THIS MOTION
 ON READING
 1. THIS COURT DECLARES




---



##### 



2 (a)
    
    Authorization Ordermeans the Order authorizing the bringing of the class
action for the purpose of settlement dated June ___, 2006;(b)
    
    Canadian Actionsmeans the Ontario National Action, the British Columbia
Action and the Quebec Action;(c)
    
    Claims Administratormeans The Garden City Group, Inc.;(d)
    
    Class Membersmeans members of the Ontario National Class, the Quebec Class
and the U.S. Global Class;(e)
    
    Class Periodmeans the period of time between April 24, 2003 through April
27, 2004, inclusive;(f)
    
    Courtsmeans this Court, the Ontario Supreme Court of Justice and the United
States Federal District Court for the Southern District of New York;(g)
    
    Defendantmeans Corporation Nortel Networks;(h)
    
    Derivative Application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;(i)
    
    Effective Datemeans the date upon which the Settlementcontemplated by the
Settlement Agreementshall become effective, as provided in paragraph 24 of the
Stipulation;(j)
    
    Escrow Agenthas the meaning set forth in the Stipulation;(k)
    
    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;(l)
    
    Gross Settlement Fundhas the meaning set forth in the Stipulation;(m)
    
    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;(n)
    
    Individualsmeans Frank A. Dunn, Douglas Beatty, Michael Gollogly, John
Edward Cleghorn, Robert Ellis Brown, Robert Alexander Ingram, Guylaine Saucier,
Sherwood Hubbard Smith, Jr., James Kinney (Finance Chief for Nortels Wireless Networks
Division, Richardson, Texas), Ken Taylor (Vice President for




---



##### 



3 
  (o)
    
    Nortelmeans the Defendant, Nortel Networks Corporation;(p)
    
    Nortel I Actionsmeans the following proceedings in Canada and the U.S.:
 (i)
    
    Frohlinger v. Nortel Networks Corporation et al., Ontario
Superior Court of Justice, Court File No. 02-CL-4605;(ii)
    
    Association de Protection des Épargnants et Investisseurs du
Québec v. Corporation Nortel Networks, Superior Court of Quebec, District of
Montreal, No. 500-06-000126-017;(iii)
    
    Jeffery et al. v. Nortel Networks Corporation et al., Supreme
Court of British Columbia, Vancouver Registry Court File No. S015159; and(iv)
    
    In re Nortel Networks Corp. Securities Litigation, Consolidated
Civil Action No. 2001-CV-1855 (RMB);
 (q)
    
    Nortel II Actionsmeans the Ontario National Action, the Quebec Actionand
the U.S. Action;(r)
    
    Nortel H DefendantsNortel, Frank A. Dunn, Douglas Beatty, Michael Gollogly,
John Edward Cleghorn, Robert Ellis Brown, Robert Alexander Ingram, Guylaine Saucier,
Sherwood Hubbard Smith, Jr. and Deloitte & Touche LLP;(s)
    
    Ontario National Actionmeans the proceeding in the Ontario Superior Court of
Justice, Gallardi v. Nortel Networks Corporation et al., Court File No. 05-CV-285606CP;(t)
    
    Ontario National Classmeans all persons, except Excluded Personsand except
members of 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;(u)
    
    Other Actionsmeans actions or proceedings, other than the Proceedings,
relating to Settled Claimscommenced by a Quebec Class Memberagainst one or more
Released Parties;(v)
    
    Plan of Allocationmeans the plan of allocation set forth 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;




---



##### 



4 
 (w)
    
    Proceedingsmeans the Ontario National Action, the Quebec Action, the U.S.
Actionand the Nortel I Actions;(x)
    
    Quebec Actionmeans this proceeding;(y)
    
    Quebec Classmeans all persons and entities, 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. For purposes of the definition of Quebec Class, an entity means a
legal person established for a private interest, a partnership or an association if at
all times during the 12-month period preceding February 18, 2005, not more than 50
persons bound to it by contract of employment were under its direction or control and
if it is dealing at arms length with the representative of the Quebec Class;(z)
    
    Quebec Class Counselmeans Trudel & Johnston;(aa)
    
    Quebec Class Counsel Feesmeans the fees, disbursements, costs, GST, and
other applicable taxes or charges of Quebec Class Counsel;(bb)
    
    Quebec Class Membermeans a member of the Quebec Classwho has not opted out
of, or requested exclusion from, the Quebec Classin accordance with the Authorization
Order;(cc)
    
    Released Partiesmeans any and all of the Nortel II 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 II Defendanthas a controlling interest or which is related to or
affiliated with any of the Nortel II Defendants, and the legal representatives, heirs,
executors, administrators, trustees, successors in interest or assigns of the Nortel II
Defendants;(dd)
    
    Representative Plaintiffsmeans, collectively, the representative or lead
plaintiffs in each of the Canadian Actionsand the U.S. Action;(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




---



##### 



5 
 Nortel II Actions Nortel II Actions Released
Parties Nortel II Actions Class
Period Canada Business
Corporations Act Nortel II Actions Settled Claims Employee Retirement Income Security Act et seq. In re Nortel Networks Securities and ERISA
Litigation Settled Claims Rohac et al. v. Nortel Networks et al Derivative Application
 (ff)
    
    Settled Defendants Claim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 II
Actionsor any forum by the Nortel II 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 II Actions(except for claims or proceedings
to enforce 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);(gg)
    
    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 and Nortel, through their counsel,
dated as of June ___, 2006, attached to this Order as Schedule A;(hh)
    
    Settlementmeans the proposed settlement of the Nortel II Actionspursuant to
the terms set forth in the Stipulation;(ii)
    
    Stipulationmeans the Stipulation and Agreement of Settlement attached to the
Settlement Agreementas Schedule A;




---



##### 



6 
 (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 Partiesand any Settled
Defendants Claimswhich any Nortel II 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;(ll)
    
    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, Master File No. 05-MD-1659 (LAP); and(mm)
    
    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,
 2. THIS COURT DECLARES
 3. THIS COURT ORDERS Code of Civil Procedure
 4. THIS COURT DECLARES
 5. THIS COURT ORDERS




---



##### 



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




---



##### 



8  9. THIS COURT ORDERS AND DECLARES
 10. 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 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




---



##### 



9 
 (e)
    
    construed as or received in evidence as an admission, concession or presumption
against the Representative 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.
 11. THIS COURT ORDERS
 12. THIS COURT ORDERS
 13. THIS COURT ORDERS
 14. THIS COURT ORDERS
 15. THIS COURT ORDERS
 16. THIS COURT ORDERS AND DECLARES




---



##### 



10 17. THIS COURT RECOGNIZES & ACKNOWLEDGES Securities Act of 1933 United
States 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 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




---



##### 



11 
 (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.
 20. THIS COURT ORDERS AND ADJUDGES
 21. THIS COURT ORDERS AND ADJUDGES
 Date
    
    
    
    J.C.S.