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Exhibit 10.63
 
 
         Su Taylor, Executive
Compensation, Dept. 1477, LOC Brampton or by fax at 905-863-8420 (ESN 333) by October 15, 2005.
 William J. Donovan  Senior-Vice President  Human Resources  Nortel  8200 Dixie Road Suite 100 Brampton ON Canada L6T 5P6 T 905.863.1100 F 905.863.8412 E billdono@nortel.com




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Schedule A  Terms and Conditions
  1.
    
    In order to receive the Interim Retention Payment, you must remain an active
employee of Nortel from August 1, 2005 through July 31, 2006 (the Interim Retention
Period) in your current role or in another role initiated or approved by Nortel, in
its sole discretion.2.
    
    In order to receive the Final Retention Payment, you must remain an active
employee of Nortel from August 1, 2005 through July 31, 2007 (the Full Retention
Period) in your current role or in another role initiated or approved by Nortel, in
its sole discretion.3.
    
    Your performance throughout the Interim Retention Period or the Full
Retention Period, as applicable, must be assessed by Nortel, in its sole discretion,
to be, at a minimum, fully satisfactory. The Interim Retention Payment and Final
Retention Payment shall together constitute and be known as the Special Bonus.4.
    
    You must comply with your obligations under any other agreement in effect
between you and Nortel such as, but not limited to, agreements to maintain the
confidentiality of Nortel trade secrets and proprietary information.5.
    
    You must sign, date and return the attached letter without modification to Su
Taylor, Executive Compensation, Dept. 1477, LOC Brampton or by fax at 905-863-8420
(ESN 333)by October 15, 2005.6.
    
    It is agreed that the Special Bonus will be paid on a pro-rata basis, as set
forth below, in the event of any of the following occurrences:
 (a)
    
    If your employment is involuntarily terminated by Nortel
during the Full Retention Period for a reason other than your unsatisfactory
performance or misconduct or, in those countries where applicable, cause as
defined under applicable law, then the Special Bonus which you will receive
will be based on the number of your active days of employment during the Full
Retention Period;(b)
    
    If you have a Nortel approved leave of absence during the
Full Retention Period, then the days that you are on leave of absence will be
considered to be inactive, and the Special Bonus shall be based on the number
of your active days of employment during the Full Retention Period;(c)
    
    In the event of your death during the Full Retention Period,
the Special Bonus would be based on the number of your active days of
employment during the Full Retention Period through the date of your death.




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Any pro-rata bonus will be an amount equal to the product of the total Special Bonus
amount for which you are eligible, as set out in the attached letter, multiplied by a
fraction, the numerator of which is the number of your active days of employment during
the Full Retention Period and the denominator of which is 730. For greater certainty,
any such pro-rata amount payable to you shall be inclusive of all amounts, if any,
previously received by you in respect of the Initial Retention Payment.7.
    
    For avoidance of doubt:
  (i)
    
    you voluntarily terminate your employment including, without
limitation, voluntarily retiring;(ii)
    
    Nortel initiates termination of your employment due to your
unsatisfactory performance, misconduct or, in those countries where
applicable, cause, as defined under applicable law; or(iii)
    
    you voluntarily transfer to another position within Nortel
without Nortel approval; and
  (i)
    
    you voluntarily terminate your employment including, without
limitation, voluntarily retiring;(ii)
    
    Nortel initiates termination of your employment due to your
unsatisfactory performance, misconduct or, in those countries where
applicable, cause, as defined under applicable law; or(iii)
    
    you voluntarily transfer to another position within Nortel
without Nortel approval.




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/s/ Steve Pusey
    
    4/10/05Steve Pusey
    
    Date