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*10.33 Resolutions of the Board of Directors of Nortel Networks Limited dated December 17, 1993, as amended by resolutions of the
Board of Directors of Nortel Networks Limited dated February 29, 1996, providing for retirement compensation of directors who
are not salaried employees of Nortel Networks Limited or its subsidiaries (filed as Exhibit 10.33 to Nortel Networks Corporation’s
Annual Report on Form 10-K for the year ended December 31, 2002).
*10.34 Agreement between a director of Nortel Networks Corporation and Nortel Networks Limited and the respective companies dated
June 22, 2001 setting forth the arrangements with respect to serving as non-executive chairman of each of the board of directors of
Nortel Networks Corporation and Nortel Networks Limited (filed as Exhibit 10.1 to Nortel Networks Corporation’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001).
*10.35 Amended General description of cash bonus for employees and executives of Nortel Networks Corporation and Nortel Networks
Limited as originally filed as Exhibit 10.5 to Nortel Networks Corporation’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002 (filed as Exhibit 10.01 to the Nortel Networks Corporation’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003).
*10.36 Nortel Networks Limited Restricted Stock Unit Plan dated as of January 30, 1997, as amended effective April 29, 1999,
September 1, 1999, February 15, 2000, May 1, 2000, November 15, 2000 and January 23, 2003 (filed as Exhibit 10.1 to Nortel
Networks Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).
10.37 Nortel Networks Corporation Directors’ Deferred Share Compensation Plan effective January 1, 2002 as amended and restated
May 29, 2003, as amended and restated December 18, 2003 effective January 1, 2004.
10.38 Nortel Networks Limited Directors’ Deferred Share Compensation Plan effective June 30, 1998 as amended and restated May 1,
2000, as further amended and restated effective January 1, 2002, as amended and restated May 29, 2003, as amended and restated
December 18, 2003 effective January 1, 2004.
*10.39 Nortel Networks Corporation 1986 Stock Option Plan as Amended and Restated, as amended effective April 30, 1992, April 27,
1995, December 28, 1995, April 8, 1998, February 25, 1999, April 29, 1999, September 1, 1999, December 16, 1999, May 1,
2000 and January 31, 2002 (filed as Exhibit 10.1 to Nortel Networks Corporation’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002).
*10.40 Nortel Networks Corporation 2000 Stock Option Plan as amended effective May 1, 2000 and January 31, 2002 (filed as
Exhibit 10.2 to Nortel Networks Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
*10.41 Nortel Networks NA Inc., formerly known as Bay Networks, Inc., 1994 Stock Option Plan as Amended and Restated, as amended
effective May 1, 2000 (filed as Exhibit 4.3 to Post-Effective Amendment No. 2 on Form S-8 to Nortel Networks Corporation’s
Registration Statement on Form S-4 (No. 333-9066)).
*10.42 Nortel Networks/BCE 1985 Stock Option Plan (Plan of Arrangement 2000) (filed as Exhibit 10.5 to Nortel Networks
Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000).
*10.43 Nortel Networks/BCE 1999 Stock Option Plan (Plan of Arrangement 2000) (filed as Exhibit 10.6 to Nortel Networks
Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000).
*10.44 Assumption Agreement between Nortel Networks Corporation and Nortel Networks Limited dated March 5, 2001, regarding the
assumption and agreement by Nortel Networks Corporation to perform certain covenants and obligations of Nortel Networks
Limited under the Nortel Networks Limited Executive Retention and Termination Plan (filed as Exhibit 10.25 to Nortel Networks
Corporation’s Annual Report on Form 10-K for the year ended December 31, 2000).
*10.45 Nortel Networks U.S. Deferred Compensation Plan (filed as Exhibit 4.3 to Post-Effective Amendment No. 1 to Nortel Networks
Corporation’s Registration Statement on Form S-8 (No. 333-11558)).