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The items listed as Exhibits 10.2 to 10.7, 10.27 to 10.45 and item 10.49 relate to management contracts or compensatory plans or
arrangements.
Exhibit
172
4. Exhibit Index
Number Description
*2. Amended and Restated Arrangement Agreement involving BCE Inc., Nortel Networks Corporation, formerly known as New
Nortel Inc., and Nortel Networks Limited, formerly known as Nortel Networks Corporation, made as of January 26, 2000, as
amended and restated March 13, 2000 (including Plan of Arrangement under Section 192 of the
Canada Business Corporations
A
c
t
) (filed as Exhibit 2.1 to Nortel Networks Corporation’s Current Report on Form 8-K dated May 1, 2000).
*3.1 Restated Certificate and Articles of Incorporation of Nortel Networks Corporation (filed as Exhibit 3 to Nortel Networks
Corporation’s Current Report on Form 8-K dated October 18, 2000).
*3.2 By-Law No. 1 of Nortel Networks Corporation (filed as Exhibit 3.2 to Nortel Networks Corporation’s Annual Report on Form 10-
K for the year ended December 31, 2000).
*4.1 Shareholders Rights Plan Agreement dated as of March 13, 2000 between Nortel Networks Corporation and Montreal Trust
Company of Canada, which includes the Form of Rights Certificate as Exhibit A thereto, as amended by the Registration
Statement on Form 8-A/A filed on May 1, 2000, as further amended and restated by Registration Statement dated February 14,
2003 (filed as Exhibit 3 to Nortel Networks Corporation’s Registration Statement on Form 8-A/A filed on April 25, 2003).
*4.2 Indenture dated as of November 30, 1988, between Nortel Networks Limited and The Toronto-Dominion Bank Trust Company,
as trustee, related to debt securities authenticated and delivered thereunder, which comprised the 6% Notes due September 1,
2003, and the 6 7/8% Notes due September 1, 2023 issued by Nortel Networks Limited (filed as Exhibit 4.1 to Nortel Networks
Corporation’s Annual Report on Form 10-K for the year ended December 31, 1999).
*4.3 Indenture dated as of February 15, 1996, among Nortel Networks Limited, as issuer and guarantor, Nortel Networks Capital
Corporation, formerly Northern Telecom Capital Corporation, as issuer, and The Bank of New York, as trustee, related to debt
securities and guarantees authenticated and delivered thereunder, which comprised the 7.40% Notes due 2006 and the 7.875%
Notes due 2026 (filed as Exhibit 4.1 to Registration Statement on Form S-3 (No. 333-1720) of Nortel Networks Limited and
Nortel Networks Capital Corporation).
*4.4 Indenture dated as of December 15, 2000 among Nortel Networks Limited, as issuer and guarantor, Nortel Networks Capital
Corporation, as issuer, and Citibank, N.A., as trustee, related to debt securities authenticated and delivered thereunder (filed as
Exhibit 4.1 to Registration Statement on Form S-3 (No. 333-51888) of Nortel Networks Limited and Nortel Networks Capital
Corporation).
*4.5 First Supplemental Indenture dated as of February 1, 2001 to Indenture dated as of December 15, 2000 among Nortel Networks
Limited, as issuer and guarantor, Nortel Networks Capital Corporation, as issuer, and Citibank, N.A., as trustee, related to 6.125%
Notes due 2006 (filed as Exhibit 4.1 to Nortel Networks Limited’s Current Report on Form 8-K dated February 2, 2001).