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                                                                    Exhibit 10.2





                              AMENDED JANUARY 2002

                                  GENUITY INC.

                       2000 LONG-TERM STOCK INCENTIVE PLAN

                             Effective May 22, 2000




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                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                            <C>
1.      PURPOSE........................................................ 1
2.      EFFECTIVE DATE AND TERM OF THE PLAN............................ 1
3.      DEFINITIONS.................................................... 1
4.      PARTICIPATION.................................................. 2
5.      ADMINISTRATION................................................. 2
6.      TYPES OF AWARDS................................................ 3
7.      LIMITATIONS ON AWARDS.......................................... 4
8.      AWARD AGREEMENTS............................................... 5
9.      PAYMENT OF AWARDS.............................................. 5
10.     REVOCATION OR AMENDMENT OF AWARDS.............................. 6
11.     LIMITATION ON NUMBER OF SHARES................................. 6
12.     AMENDMENT OR TERMINATION OF THE PLAN........................... 6
13.     ADJUSTMENT PROVISIONS.......................................... 7
14.     NO REQUIRED SEGREGATION OF ASSETS.............................. 8
15.     COSTS.......................................................... 8
16.     RIGHT OF DISCHARGE RESERVED.................................... 8
17.     NATURE OF PAYMENTS............................................. 8
18.     SEVERABILITY................................................... 8
19.     GOVERNING LAW.................................................. 8
</TABLE>





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1.       PURPOSE

         The primary purpose of the Plan is to enable the Company to achieve
superior financial performance as reflected in the performance of the Common
Stock and/or other key financial or operating indicators by offering
Participants incentives to effect such results.

2.       EFFECTIVE DATE AND TERM OF THE PLAN

         The Plan became effective on May 22, 2000. Unless the Plan is
terminated earlier in accordance with Section 12 hereof, the Plan shall remain
in full force and effect until the close of business on the date of the
Company's annual meeting of shareholders in the year 2010, at which time the
right to grant Awards under the Plan shall terminate automatically unless the
shareholders of the Company approve an extension or renewal of the Plan.

3.       DEFINITIONS

         Except where otherwise indicated, the following terms shall have the
definitions set forth below for purposes of the Plan:

         "AWARD" means any award described in Section 6 hereof.

         "AWARD AGREEMENT" means an agreement entered into between the Company
and a Participant, in a form determined by the Committee in its sole discretion,
setting forth the terms and conditions applicable to the Award granted to the
Participant.

         "BOARD" means the Board of Directors of the Company.

         "CODE" means the Internal Revenue Code of 1986, as amended, or any
successor thereto.

         "COMMITTEE" means the Executive Compensation Committee of the Board.

         "COMMON STOCK" means the Class A common stock of the Company, including
both treasury shares and authorized but unissued shares, or any security of the
Company issued in substitution or exchange therefor or in lieu thereof.

         "COMPANY" means Genuity Inc.

         "EMPLOYEE" means an individual who is employed by the Company or a
Related Entity.

         "FAIR MARKET VALUE" means the average of the high and low sales prices
of the Shares on NASDAQ (or any other reporting system or market selected by the
Committee) or the average of the closing prices on the relevant date or dates,
as determined by the Committee, in its sole discretion, to be appropriate for
purposes of the valuation.


Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 1


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         "GRANT PRICE" means the price per Share at which Shares may be
purchased under a stock option and the price per Share used as the base price
for measuring the appreciation, if any, under a stock appreciation right. Except
as provided in Section 6(a), below, the Grant Price shall not be less than the
Fair Market Value of the Shares covered by the stock option or stock
appreciation right on the date as of which the option or right is granted.

         "MARKET PRICE" means the price of a Share on NASDAQ (or any other
reporting system or market selected by the Committee) at the time a stock
appreciation right is exercised.

         "PARTICIPANT" means an Employee who has been granted an Award pursuant
to the Plan.

         "PERFORMANCE BONUS" means an Award described in Section 6(c) hereof.

         "PERFORMANCE CYCLE" means a period of three consecutive fiscal years of
the Company or such other period as the Committee may specify.

         "PLAN" means the Genuity Inc. 2000 Long-Term Stock Incentive Plan, on
the date of adoption hereof and as it may be amended from time to time.

         "RELATED ENTITY" means a corporation, partnership, joint venture or
other entity in which the Company has an ownership or other proprietary interest
of at least ten percent.

         "SHARES" means shares of Common Stock.

4.       PARTICIPATION

         Only those Employees designated from time to time by the Committee
shall participate in the Plan and receive Awards hereunder.

5.       ADMINISTRATION

         (a) The Plan and all Awards granted pursuant thereto shall be
         administered by the Committee. The Committee shall periodically
         determine, in its sole discretion, the Employees who shall participate
         in the Plan and the terms of the Awards to be granted to Participants.
         All questions of interpretation and administration with respect to the
         Plan, Awards, and Award Agreements shall be determined by the Committee
         in its sole and absolute discretion, and its determinations shall be
         final and binding upon all parties.

         (b) The Committee may delegate its authority under subsection (a),
         above, to persons other than its members to the extent it deems such
         action advisable. Any person to whom the Committee has delegated
         authority under subsection (a), above, may receive Awards only if the
         Awards are granted directly by the Committee without delegation.


Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 2


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         (c) The Committee may, in its sole discretion, promulgate general
         regulations and guidelines governing the administration of the Plan and
         the Awards granted hereunder. The Committee also may establish
         regulations governing the deferred payment of Awards and may determine
         that deferred payments shall accrue interest at a rate or rates
         determined by the Committee and/or that deferred payments shall be
         deemed to be invested in Share equivalents or other hypothetical
         investments.

         (d) The Committee may not at any time adjust the purchase price, Grant
         Price, or Market Price specified by Section 3 hereof (except for
         adjustments pursuant to Section 13 hereof).

6.       TYPES OF AWARDS

         The types of Awards described in subsections (a) through (d), below,
may be granted or payable under the Plan, singly or in combination or in tandem
with other Awards (or with awards under other plans of the Company or a Related
Entity), as the Committee may determine. All Awards shall be in a form
determined by the Committee. No Award shall be inconsistent with the terms of
the Plan or fail to satisfy the requirements of applicable law.

         The Committee may, from time to time, grant dividend equivalents in
respect of Awards.

(A)      STOCK OPTIONS

         A stock option represents the right to purchase a specified number of
Shares, at a fixed Grant Price, during a specified term as the Committee may
determine. The term of a stock option shall not exceed ten years from the date
as of which the Grant Price is determined.

         The Grant Price shall be payable, at the discretion of the Committee,
by the payment of cash, the delivery of Shares, and/or any other means that the
Committee determines to be consistent with the Plan's purposes and applicable
law.

         The stock options that may be granted under the Plan include (but are
not limited to) incentive stock options that comply with the requirements of
Section 422(b) of the Code. Incentive stock options may not be granted under the
Plan after February 1, 2010. Incentive stock options may be granted only to
Employees who are employed by the Company or by a subsidiary corporation (within
the meaning of Section 424(f) of the Code), including a subsidiary corporation
that becomes such after the adoption of the Plan.

         The Committee also may grant a right to purchase additional Shares to a
Participant contingent upon the surrender of Shares owned by the Participant in
payment of the Grant Price of a stock option granted under the Plan or upon the
surrender of Shares by the Participant in payment of withholding tax liability
with respect to such a stock option.

         The Grant Price of the initial stock options granted to Participants
who were employees of the Company on or before the effective date of the
Company's initial public offering, shall be


Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 3


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the initial public offering price per Share. All other stock options granted
under the Plan shall be exercisable at the Grant Price.

              Any stock option granted to a Participant under the Plan, or
any sub-plan thereof, with an effective grant date that is within 180 calendar
days of notification to the Participant of the Participant's termination from
employment with the Company or with a subsidiary corporation due to a reduction
in force, reorganization, or job elimination, shall not be subject to any
accelerated vesting upon termination. This provision shall supersede any and all
terms to the contrary in any Award Agreement, employment contract or other
document. This Amendment shall not, however, apply to the stock options to be
granted by the Company on or about July 2, 2002 pursuant to the Stock Option
Cancel and Re-grant Offer approved by the Committee.

(B)      STOCK APPRECIATION RIGHTS

         A stock appreciation right represents the right, denominated in Shares,
to receive, upon surrender of the right (or of both the right and a related
option in the case of a tandem right), in whole or in part, but without payment,
an amount (payable in accordance with Section 9 hereof) that does not exceed the
excess of the Market Price over the Grant Price for the number of Shares for
which the stock appreciation right is exercised. The term of a stock
appreciation right shall not exceed ten years from the date as of which the
Grant Price is determined.

(C)      PERFORMANCE BONUSES

         The Committee may, from time to time, grant Performance Bonuses to
Participants in accordance with such terms and conditions that the Committee in
its sole discretion may establish. Any such Performance Bonuses shall be payable
in the form of Shares only (except for cash in lieu of fractional shares).

(D)      OTHER STOCK-BASED AWARDS

         The Committee may, from time to time, grant Awards (other than the
Awards described above) under the Plan that consist of or are denominated in or
payable in, valued in whole or in part by reference to, or otherwise based on or
related to, Shares. These Awards may include Shares and/or hypothetical Shares.

         The Committee may subject these Awards to restrictions on transfer
and/or other restrictions on incidents of ownership as the Committee may
determine.

         The Committee may grant Awards under this Section 6(d) that do not
require the payment of additional consideration by the Participant (other than
services previously rendered or, as may be permitted by applicable law, services
to be rendered), either on the date of grant or the date any restriction(s)
thereon are removed.

         The term of an Award that grants a Participant the right to purchase
Shares shall not


Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 4


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exceed ten years from the date as of which the purchase price is determined.

7.      LIMITATIONS ON AWARDS


          (a)  No Participant shall be granted options to purchase more than two
               million Shares in one calendar year.

          (b)  A Participant may receive one or more grants of Awards under the
               Plan at any time or times, subject to the Committee's approval as
               provided in subsection (c) below.

          (c)  A Participant may receive a grant or grants of Awards under the
               Plan if, in the discretion of the Committee, such grant or grants
               would advance the interests of the Company and its shareholders,
               including, without limitation, to provide incentive to persons
               that could contribute to the success of the Company, to provide
               incentive to persons consistent with a promotion or other
               increase in responsibility, or to provide appropriate
               comparability to Awards granted to other Participants.

          (d)  No Award shall be assignable or transferable other than by will
               or by the laws of descent and distribution. During the
               Participant's lifetime, an Award may be exercised only by the
               Participant or by the Participant's guardian or legal
               representative.

8.       AWARD AGREEMENTS

         An Award may be evidenced by an Award Agreement, the terms of which
have been approved by the Committee, setting forth the terms and conditions
applicable to the Award, including

          (a) terms and conditions governing the extent (if any) to which the
          Award may vest, become exercised, be exercised or paid, or be canceled
          or forfeited,

          (b) terms and conditions governing the disposition of the Award in the
          event of disability, death, or other termination of a Participant's
          employment,

          (c) a provision that a Participant shall have no rights as a
          shareholder with respect to any Shares covered by an Award until the
          date on which the Participant or his nominee becomes the holder of
          record of such Shares, and

          (d) terms and conditions governing tax withholding.

9.       PAYMENT OF AWARDS

          (a) All payments of Awards shall be made on a date prescribed by the
          Committee, unless the Participant has elected to defer payment in
          accordance with the rules and regulations established by the
          Committee.


Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 5


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         (b) At the discretion of the Committee, a Participant may be offered an
         election to substitute an Award for another Award or Awards of the same
         or different type.

         (c) No fractional Shares shall be issued in connection with Awards
         under the Plan. The Committee shall determine whether cash, other
         securities, or other property shall be paid or transferred in lieu of
         fractional Shares, or whether fractional Shares or any rights thereto
         shall be canceled, terminated, or otherwise eliminated.

         (d) Except as provided in subsection (c), above, payments of Awards
         shall be wholly in Shares. The Committee, in its sole discretion, shall
         determine whether the Shares shall be subject to restrictions on
         transfer and/or provisions regarding forfeiture of said Shares.


10.      REVOCATION OR AMENDMENT OF AWARDS

         (a) Subject to any early termination restrictions imposed by the
         Committee in an Award Agreement and except as provided in subsection
         (b), below, the Committee may not, without the written consent of the
         Participant, revoke an Award Agreement, and may not without such
         written consent make or change any determination or change any term,
         condition, or provision affecting an Award if the determination or
         change would adversely affect the Award or a Participant's rights
         thereto.

         (b) The Committee may at any time and in any manner modify the terms of
         an Award that relate to the early termination of the option or Award
         period after the Participant's termination of employment; provided that
         such modification shall not apply to an Award to the extent that it has
         been previously exercised.

11.      LIMITATION ON NUMBER OF SHARES

         (a) The aggregate number of Shares that may be subject to all Awards
         shall not exceed:

                  (1)   Five percent of the outstanding Shares at the time of
                        the initial public offering of the Shares for Awards for
                        all individuals who were Employees on or before April 6,
                        2000, in the aggregate (except for Awards granted
                        pursuant to Section 7(c) hereof; plus

                  (2)   One percent of the outstanding Shares at the time of the
                        initial public offering of the Shares for Awards for all
                        individuals who first become Employees after April 6,
                        2000, and on or before January 6, 2001, in the aggregate
                        (except for Awards granted pursuant to Section 7(c)
                        hereof); plus

                  (3)   Three percent of the outstanding Shares at the time of
                        the initial public


Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 6


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                        offering of the Shares plus any Shares that are
                        forfeited by a Participant or that are part of an Award
                        that expires unexercised, for Awards granted pursuant to
                        Section 7(c) hereof to all individuals, including any
                        individual who first becomes an Employee after January
                        6, 2001, in the aggregate; plus

                (4)     Two Million Seven Hundred Fifty Thousand (2,750,000)
                        Shares for all individuals who first become Employees as
                        a result of Genuity's acquisition of Integra S.A., in
                        the aggregate.

       (b) Subject to the limits imposed by subsection (a), above, no more than
       50,000,000 Shares shall be available to be issued pursuant to incentive
       stock options (within the meaning of Section 422(b) of the Code or any
       successor thereto).

12.      AMENDMENT OR TERMINATION OF THE PLAN

         The Committee may, from time to time, alter, amend, suspend or
terminate the Plan, as it shall deem advisable, subject to any requirement for
shareholder approval imposed by applicable law. The termination of the Plan
shall not cause any previously granted Awards to terminate. After the
termination of the Plan, any previously granted Awards shall remain in effect
and shall continue to be governed by the terms of the Plan, the Awards, and any
applicable Award Agreements. This Section applies regardless of whether the
termination of the Plan occurs pursuant to Section 2 hereof or pursuant to this
Section 12.

13.      ADJUSTMENT PROVISIONS

         If the Committee determines that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property),
extraordinary cash dividend, recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities, the issuance of warrants
or other rights to purchase Shares or other securities, or other similar
corporate transaction or event affects the Shares with respect to which Awards
have been or may be issued under the Plan and that an adjustment is appropriate
in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee shall,
in a manner that the Committee deems appropriate to prevent such dilution or
enlargement, adjust any or all of:

         (a) the number and type of securities that thereafter may be issued
         under the Plan,

         (b) the number and type of securities subject to outstanding Awards,
         and

         (c) the Grant Price, purchase price, or Market Price with respect to
         any Award, or, if deemed appropriate, make provision for a cash payment
         to the holder of an outstanding Award.


Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 7


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       However, no adjustment shall be authorized with respect to incentive
       stock options to the extent that the adjustment would cause the options
       to violate Section 422(b) of the Code or any successor provision. In
       addition, the number of securities subject to any Award denominated in
       Shares shall always be a whole number.

         In the event of an acquisition by the Company by means of a merger,
consolidation, acquisition of property or stock, reorganization or otherwise,
the Committee shall be authorized to cause the Company to issue or to assume
stock options or stock appreciation rights, whether or not in a transaction to
which Section 424(a) of the Code applies, by means of substitution of new
options or rights for previously issued options or rights or an assumption of
previously issued options or rights, but only if and to the extent that the
substitution or assumption is consistent with the other provisions of the Plan
and with any applicable law.

         Subject to any required action by the Company's shareholders, if the
Company is a party to any merger or consolidation, a Participant holding an
outstanding Award valued directly or indirectly by Shares shall be entitled to
receive, upon the exercise of the Award, the same per Share consideration on the
same terms that a holder of the same number of Shares that are subject to the
Award would be entitled to receive pursuant to the merger or consolidation.

         Notwithstanding the preceding paragraph, upon the occurrence of either
of the following events, any unvested installment of any option shall
immediately vest and becomes exercisable without regard to the annual vesting
limitation contained in Section 422(d) of the Code or any language to the
contrary contained in any applicable stock option agreement:

         (1) if Verizon Communications ("Verizon") experiences a change in
         control during a period of time in which Verizon directly or indirectly
         (a) has majority voting control of the Company or (b) holds an option
         which, if converted, would give Verizon majority voting control of the
         Company; or

         (2) if Verizon, or any affiliate of Verizon, sells or otherwise
         transfers to a person or entity other than Verizon or its affiliates
         immediately prior to such transfer: (a) a sufficient number of shares
         of the Company's Class A or Class C Common Stock such that the transfer
         results in the transferee having majority voting control of the
         Company; or (b) transfers a sufficient number of shares of the
         Company's Class B Common Stock such that in the event the transferee
         exercised the conversion included in such shares, the transferee would
         exercise majority voting control of the Company,

14.      NO REQUIRED SEGREGATION OF ASSETS

         Neither the Company nor any Related Entity shall be required to
segregate any assets that may at any time be represented by Awards pursuant to
the Plan.

15.      COSTS

         The Committee may require a Participant or beneficiary to bear all or
part of the cost of


Genuity Inc. 2000 Long-Term Stock Incentive Plan                          Page 8


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exercising an Award or issuing Shares under the Plan.

16.      RIGHT OF DISCHARGE RESERVED

         Neither the Plan nor any Award or Award Agreement shall guarantee any
Employee continued employment with the Company or a Related Entity or guarantee
the grant of future Awards. Either the Company or the Employee may terminate the
employment relationship at any time and for any reason.

17.      NATURE OF PAYMENTS

         All Awards made pursuant to the Plan are in consideration of services
for the Company or the Related Entities. Any gain realized pursuant to Awards
under the Plan constitutes a special incentive payment to the Participant and
shall not be taken into account as compensation for purposes of any of the
employee benefit plans of the Company or any Related Entity except as may be
determined by the Board or by the board of directors of the applicable Related
Entity.

18.      SEVERABILITY

         If any provision of the Plan shall be held unlawful or otherwise
invalid or unenforceable in whole or in part, the unlawfulness, invalidity, or
unenforceability shall not affect any other provision of the Plan or part
thereof, each of which shall remain in full force and effect.

19.      GOVERNING LAW

         To the extent not preempted by federal law, the provisions of the Plan
will be construed and enforced in accordance with the laws of the Commonwealth
of Massachusetts, excluding any conflicts or choice of law rule or principle
that might otherwise refer construction or interpretation of this provision to
the substantive law of another jurisdiction, except that issues regarding the
rights attendant to stock ownership shall be governed by the laws of the State
of Delaware (excluding its conflicts or choice of law rules or principles) and
construed accordingly.





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