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NORTEL NETWORKS
SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN
 ADOPTION OF AMENDMENT
 WHEREAS
 AND WHEREAS
 AND WHEREAS
 AND WHEREAS
 AND WHEREAS
 AND WHEREAS
 NOW THEREFORE
  Earnings Termination Date
 (a)
    
    in the case of a Grandfathered Executive, the date of termination of
employment;(b)
    
    in the case of a Temporarily Grandfathered Executive who does not become a
Grandfathered Executive and who does not return to active employment with the
Corporation or an affiliate or subsidiary of the Corporation, the date of termination
of employment;(c)
    
    in the case of a Temporarily Grandfathered Executive who does not become a
Grandfathered Executive and who returns to active employment, on a particular




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date, with the Corporation or an affiliate or subsidiary of the Corporation, the
particular date;
 (d)
    
    in any other case, the earlier of the date of termination of employment and
December 31, 2007.
 Grandfathered Executive
 (a)
    
    has at least 30 Actual Years of Service;(b)
    
    has attained age 55, where the total of the Executives age and Actual Years
of Service equals at least 70 years; or(c)
    
    has attained age 60;
  (d)
    
    an Executive who, on June 27, 2006, was on a special leave of absence before
retirement, as provided under the Corporations policies with respect to such leaves
of absence; and(e)
    
    a Temporarily Grandfathered Executive who returns to active employment with
the Corporation at a particular date and who, as of December 31, 2007, meets the
requirements of any of paragraphs (a) to (c) of this definition.
 Temporarily Grandfathered Executive
  Actual Years of Service
 (a)
    
    in the case of a Temporarily Grandfathered Executive who does not become a
Grandfathered Executive, any period after the Executive returns to active employment with
the Corporation or an affiliate or subsidiary of the Corporation;(b)
    
    in the case of an Executive who is neither a Grandfathered Executive nor an Executive
described in paragraph (a) of this definition, any period after 2007.
    -2-




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Final Average Earnings
 (a)
    
    with respect to the calculation of a SERP I and SERP II benefit, the average of the
three (3) highest consecutive years of Earnings of the Executive before the Executives
Earnings Termination Date; and(b)
    
    with respect to the calculation of a SERP III benefit, the average of the three (3)
highest consecutive years of Earnings of the Executive during the last ten (10) years of
the Executives employment with Nortel Networks before the Executives Earnings
Termination Date.
  ,
 (a)
    
    in the case of a Temporarily Grandfathered Executive who does not become a
Grandfathered Executive, to any year or part year after the Executive returns to active
employment with the Corporation or an affiliate or subsidiary of the Corporation;(b)
    
    in the case of an Executive who is neither a Grandfathered Executive nor an Executive
described in paragraph (a) of this definition, to any year after 2007.
       -3-




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(a)
    
    Executives who transfer either to/from Canada/US will be given the options available
in the Capital Accumulation and Retirement Program in the new country that are open to
such Executive. If the Executive elects the Balanced Option or the Investor Option before
2008 upon his or her transfer to the new country, his or her participation in the SERP
will be suspended during his or her employment in the new country.(b)
    
    If the Executive returns to the country of origin and if the Executive recommences
participation in the Traditional option in accordance with policy established in the
country of origin, the Executive will accrue SERP benefits with respect to the service
after the return to the country of origin. If the Executive elects the Balanced or the
Investor option before 2008 upon return to the country of origin in accordance with the
policy established in the country of origin, the Executive would forfeit all SERP
Benefits, even for service earned during the period preceding the initial transfer.
   Signature:
    /s/ Gordon A. DaviesTitle: Gordon A. Davies, General
Counsel           Corporate and Corporate SecretaryDate:  December 19, 2007 Signature:
    /s/ T. Connelly McGilleyTitle: Tracy S.J. Connelly McGilley,
Assistant          SecretaryDate:  December 20, 2007 -4-




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CODE SECTION 409A AMENDMENT
TO THE
NORTEL NETWORKS SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS
 NOW, THEREFORE,
 FURTHER,
 FURTHER,
       1




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a.
    
    the Executive continues to provide services as an employee of the
Company at an annual rate that is twenty percent (20%) or more of the services
rendered, on average, during the immediately preceding three full calendar years of
employment (or, if employed less than three years, such lesser period) and the
annual remuneration for such services is twenty percent (20%) or more of the
average annual remuneration earned during the final three full calendar years of
employment (or, if less, such lesser period), orb.
    
    the Executive continues to provide services to the Company in a
capacity other than as an employee of the Company at an annual rate that is fifty
percent (50%) or more of the services rendered, on average, during the immediately
preceding three full calendar years of employment (or if employed less than three
years, such lesser period) and the annual remuneration for such services is fifty
percent (50%) or more of the average annual remuneration earned during the final
three full calendar years of employment (or if less, such lesser period).
       2




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8.4 Restriction on Timing of Distributions.
       3




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NORTEL NETWORKS LIMITEDBy:
    /s/ Gordon A. DaviesTitle:
    Gordon A. Davies, General Counsel
Corporate and Corporate SecretaryDate:
    December 19, 2007 By:
    /s/ T. Connelly McGilleyTitle:
    Tracy S.J. Connelly
McGilley,
Assistant  SecretaryDate:
    December 20, 2007 4