AMENDED AND RESTATED NORTEL NETWORKS LIMITED (THE "CORPORATION") DIRECTORS' REMUNERATION AND RETIREMENT COMPENSATION

Executive Compensation Plan Agreement

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Title: AMENDED AND RESTATED NORTEL NETWORKS LIMITED (THE "CORPORATION") DIRECTORS' REMUNERATION AND RETIREMENT COMPENSATION
Date: 3/2/2009

Exhibit 10.78

AMENDED AND RESTATED

NORTEL NETWORKS LIMITED (THE “CORPORATION”)

DIRECTORS’ REMUNERATION AND RETIREMENT COMPENSATION

(Amended to reflect changes effective January 14, 2009)

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


	US Dollars
CHAIRMAN OF THE BOARD FEE:	$	75,000 per annum

ANNUAL CASH BOARD RETAINER*:	$	150,000 per annum	⁽¹⁾

COMMITTEE MEMBER RETAINERS:	$	12,500 per annum	⁽²⁾
Audit Committee ⁽²⁾
Pension Fund Policy Committee
Compensation and Human Resources Committee ⁽³⁾

COMMITTEE CHAIRMAN RETAINER	$	15,000 per annum	⁽⁴⁾

Note :

1.	Payable over four fiscal quarters

2.	If on same Nortel Networks Corporation Committee (NNC), Committee member retainer is $6,250 per annum

3.	Joint Committee of the Board of Directors of the Corporation and NNC

4.	If Chairman of same NNC Committee, Chairman retainer is $7,500 per annum

DIRECTORS’ DEFERRED SHARE COMPENSA

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