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EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
directors and officers of NORTEL NETWORKS CAPITAL CORPORATION (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C. 20549, under the provisions of the
Securities Act of 1933 (the "Act"), as amended, a Registration Statement on Form
S-3 (the "Registration Statement") related to the offer by the Corporation or
Nortel Networks Limited ("NNL") of debt securities consisting of debentures,
notes, bonds and/or other evidences of indebtedness (collectively, the "Debt
Securities") and warrants to purchase Debt Securities up to an aggregate initial
public offering price of US$2,500,000,000, or the equivalent thereof in one or
more composite currencies or non-U.S. currencies, and guarantees by NNL of the
payment of the Debt Securities offered by the Corporation, hereby constitutes
and appoints Nicholas J. DeRoma, Roger A. Schecter, Deborah J. Noble and Blair
F. Morrison, his or her true and lawful attorneys-in-fact and agents, and each
of them, with full power to act without the others, for him or her and in his or
her name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, including without limitation
pre-effective and post-effective amendments to such Registration Statement
(individually and collectively, the "Amendments") and any related documents with
power where appropriate to affix the corporate seal of the Corporation thereto
and to attest said seal and to file such Registration Statement, and the
Amendments, with all exhibits thereto, and any and all other information and
documents in connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully as to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have signed this Power of Attorney
as of this 15th day of December, 2000.
/s/ M.M. Cross /s/ W.R. Kerr
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M.M. Cross W.R. Kerr
