exv10w5



 







Exhibit No. 10.5




Summary of remuneration, retirement compensation

and group life insurance of the Chairman of the Board,

Directors and Chairman of Nortel Networks Limited

effective June 29, 2005.




 









 








NORTEL NETWORKS LIMITED (THE “CORPORATION”)




DIRECTORS’ REMUNERATION, RETIREMENT COMPENSATION AND GROUP LIFE INSURANCE

(Updated to reflect changes effective June 29, 2005)



All information contained in this summary has been previously disclosed in public filings of the
Corporation.




	 	 	 
	 	 	US Dollars
	 
	 	 
	BOARD RETAINER:

	 	$50,000 per annum
	 
	 	 
	LONG TERM INCENTIVE:

	 	$75,000(1)*
	 
	 	 
	COMMITTEE MEMBER RETAINERS:

	 	$12,500 per annum(2)
	Audit Committee(2)
	 	 
	Pension Fund Policy Committee
	 	 
	Joint Leadership Resources Committee(3)
	 	 
	 
	 	 
	COMMITTEE CHAIRMAN RETAINER(4)

	 	$15,000 per annum(5)**
	 
	 	 
	AUDIT COMMITTEE CHAIRMAN RETAINER

	 	$35,000 per annum(6)**






Note:





	1.	 	Payable over four fiscal quarters commencing the third quarter of 2005
	 
	2.	 	If on same Nortel Networks Corporation Committee, Committee member retainer is $6,250 per
annum
	 
	3.	 	Joint Committee of the Board of Directors of the Corporation and Nortel Networks Corporation
	 
	4.	 	Except Audit Committee
	 
	5.	 	If Chairman of same Nortel Networks Corporation Committee, Chairman retainer is $7,500 per
annum
	 
	6.	 	If Chairman of same Nortel Networks Corporation Committee, Chairman retainer is $17,500 per
annum





DIRECTORS’ DEFERRED SHARE COMPENSATION PLAN (THE “PLAN”)



The payment of fees may, at the election of the director, be deferred under the Nortel Networks
Limited Directors Deferred Share Compensation Plan (the “Plan”). Directors are entitled to elect
to receive all or a portion of their fees in the form of share units under the Plan (entitling the
Directors to receive an equal number of common shares of Nortel Networks Corporation), with the
remainder of such fees to be paid in cash. The share units will be settled subject to and in
accordance with the Plan upon a Director’s retirement from the Board of Directors.




*Approved June 29, 2005

**Change approved June 29, 2005



 









 





Note:





	1.	 	Directors fees are paid in quarterly installments at the end of each calendar quarter.
	 
	2.	 	Directors’ fees generally are not payable to Directors who are salaried employees of Nortel
Networks Corporation, Nortel Networks Limited or of any of its or their subsidiaries.





RETIREMENT COMPENSATION





DOES NOT APPLY TO DIRECTORS ELECTED AFTER JANUARY 1, 1996


Each non-employee director who shall have retired on or after April 1, 1982 shall be paid
retirement compensation comprising (1) a base element equal to a portion of the board retainer paid
at the date of retirement and (2) an indexed element equal to a portion of any excess of the
current board retainer from time to time over the board retainer paid at the date of retirement, as
follows:




	 	 	 	 	 	 	 	 	 
	 	 	Base	 	Indexed
	 	 	Retirement	 	Retirement
	 	 	Compensation*	 	Compensation**
	 
	 	 	 	 	 	 	 	 
	For directors who retired on
or after April 1, 1984
	 	 	75%	 	 	 	56.25%	 
	 
	 	 	 	 	 	 	 	 
	For directors who retired
prior to April 1, 1984
	 	 	50%	 	 	 	37.5%	 





For non-employee directors who retired on or after April 1, 1987, retirement compensation
shall

be paid in U.S. funds.





	 	*	 	75% of US$27,500 or 75% of the Board retainer fee payable when
Director so ceased to hold office as such, whichever is greater;
	 
	 	**	 	Percentage of excess of prevailing Board retainer over Board
retainer at date of retirement.




The retirement compensation shall be paid, during the lifetime of the director or their surviving
spouse, for a period equal to the duration of the director’s tenure as a member of the board of
directors of the Corporation or ten (10) years, whichever may be the shorter.




GROUP LIFE INSURANCE 



For each non-employee director in office on or after April 1, 1984, excluding those who are or who
have been employees of the Corporation or of any of its subsidiaries, the Corporation shall
maintain group life insurance in the amount of CDN$100,000 during tenure of office as such, and in
the amount of CDN$75,000 in the event of retirement from such office at an age not less than 65
years or when having served, for not less than 10 years, as a director of the Corporation or any of
its subsidiaries.