##### 



Exhibit 10.3
 ESCROW AGREEMENT
 THIS ESCROW AGREEMENT
 Officer Officers
  Nortel Networks Corporation NNC
  COMPUTERSHARE TRUST COMPANY OF CANADA Escrow Agent
 WHEREAS RtP Amount Undertaking
 AND WHEREAS
 NOW THEREFORE
 1. Definitions and Interpretation
 (a)
    
    As used herein, unless the context requires otherwise, the following terms have the
definitions ascribed thereto below.Affected Parties means those parties to this Agreement directly affected by a particular
waiver or exercise of rights by one or more other parties, and excludes those not so
directly affected.Agreement means this Escrow Agreement together with all Schedules and Exhibits hereto and
all amendments made thereto in writing by the parties hereto.Blackout Trading Restrictionsmeans the trading restrictions prescribed by (i) an Order of
the Ontario Securities Commission under paragraph 2 of subsection 127(1) of the Securities
Act(Ontario) dated May 31, 2004 In the matter of certain Directors, Officers and Insiders
of Nortel Networks Corporation and Nortel Networks Limited((2004) 27 OSCB 5503), (ii)
Decision No. 2004-MC-1783 of the Autorité des Marchés Financiers, and (iii) Section 306(a)
of the




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##### 



- 2 - 
 United States Sarbanes-Oxley Act of 2002 (15 U.S.C. Section 7244(a) and 17 U.S. Code of
Federal Regulations Part 245 (Regulation BTR  Blackout Trading Restrictions).
 Business Day
 Confirmation
 Corporate Secretary
 Deemed Surrender Notice
 Escrowed Shares
 First Payment Day
 Market Value
 (i)
    
    in respect of NNC Shares delivered to the Escrow Agent pursuant to section
2(a), U.S. $3.13, being the U.S. dollar closing price per NNC Share as reported by the
NYSE on February 7, 2005;(ii)
    
    in respect of Escrowed Shares delivered by the Escrow Agent to the Corporate
Secretary for cancellation pursuant to a Deemed Surrender Notice pursuant to section
5(b) where such delivery has not been delayed pursuant to section 5(e), the U.S. dollar
closing price per NNC Share as reported by the NYSE on the trading day immediately
preceding the Payment Day in respect of which the Deemed Surrender Notice is delivered
by NNC to the Escrow Agent, or if there is no such closing price reported by the NYSE
on such day, the closing price per NNC Share reported by the NYSE on the next preceding
trading day for which a closing price has been reported;(iii)
    
    in respect of Escrowed Shares delivered by the Escrow Agent to the Corporate
Secretary for cancellation pursuant to a Surrender Notice pursuant to section 5(c)
where such delivery has not been delayed pursuant to section 5(e), the U.S. dollar
closing price per NNC Share as reported by the NYSE on the trading day immediately
preceding the day on which such Surrender Notice is delivered by an Officer to NNC and
the Escrow Agent, or if there is no such closing price reported by the NYSE on such
day, the closing price per NNC Share reported by the NYSE on the next preceding trading
day for which a closing price has been reported; or(iv)
    
    in respect of Escrowed Shares delivered by the Escrow Agent to the Corporate
Secretary for cancellation pursuant to section 5(e), the U.S. dollar closing price per
NNC Share as reported by the NYSE on the trading day immediately preceding the day on
which the Escrowed Shares are delivered by the Escrow Agent to the Corporate Secretary,
or if there is no such closing price reported by the NYSE on such day, the closing
price per




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- 3 - NNC Share reported by the NYSE on the next preceding trading day for which a closing
price has been reported.
  NYSE
 NNC Employer
 NNC Shares
 Payment Day
 Pre-Payment
 Procedure 320-28 Nortel Networks Corporate Procedure No. 320-28  Use of Undisclosed
Information, .
 Remaining Balance
 RtP Amount
 Scheduled Payment
 Stock Transfer Power
 Surrender Notice
 Termination Notice
 Trading Ban Termination Notice




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##### 



- 4 - Undertaking
 Unpaid Amount
 Window Period
 (b)
    
    The headings of sections in this Agreement are provided for convenience only and will not
affect its construction or interpretation.
 (c)
    
    Unless otherwise indicated, references herein to sections, Schedules and Exhibits are to
sections, Schedules and Exhibits of this Agreement.(d)
    
    The following are the Schedules and Exhibits to this Agreement:
  
 2. Establishment of Escrow
 (a)
    
    Each Officer delivers herewith to the Escrow Agent a certificate or certificates representing
the number of NNC Shares set forth opposite the name of the Officer on the attached Schedule I
(the Escrowed Shares), which shares, except as noted on Schedule I, have an aggregate Market
Value of not less than the RtP Amount, together with a stock transfer power therefor
substantially in the form attached as Exhibit A (a Stock Transfer Power) duly executed in
blank.
 (b)
    
    The Escrow Agent agrees to act as Escrow Agent and hereby acknowledges receipt of the
Escrowed Shares and executed stock transfer power.
 (c)
    
    The Escrow Agent agrees to hold, safeguard and disburse the Escrowed Shares pursuant to the
terms and conditions hereof.
 (d)
    
    Each Officer will from time to time deliver to the Escrow Agent upon its request sufficient
Stock Transfer Powers duly executed in blank so that at all times the Escrow Agent will have
an executed Stock Transfer Power for all Escrowed Shares then held by the Escrow Agent on
behalf of such Officer under this Agreement.
 3. Representations and Warranties
 (a)
    
    Each Officer represents and warrants to NNC and the Escrow Agent that, except as otherwise
disclosed by the Officer in writing to NNC and the Escrow Agent and accepted by NNC for the
purposes hereof at the time such Officers Escrowed Shares are delivered to the Escrow Agent
under section 2(a):




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- 5 - 
 (i)
    
    the Officer is the beneficial owner of all of his or her Escrowed Shares, with
good and marketable title thereto, free and clear of all liens, charges and other
encumbrances of whatever nature; and
 (ii)
    
    except as contemplated herein, no consent of any person is required for the
delivery by the Officer of his or her Escrowed Shares or for the execution, delivery or
performance of this Agreement by the Officer.
 (b)
    
    NNC and each Officer represents to the Escrow Agent that any account to be opened by, or
interest to be held by, the Escrow Agent in connection with this Agreement, for or to the
credit or such party, is not intended to be used by or on behalf of any third party.
 4. Ownership; Voting Rights and Dividends
 inter alia
 (a)
    
    exercise any and all voting and other consensual rights pertaining to such Escrowed Shares
for any purpose not inconsistent with the terms of this Agreement;
 (b)
    
    receive and retain any and all dividends or other distributions payable in respect of such
Escrowed Shares; and
 (c)
    
    tender some or all of such Escrowed Shares in acceptance of a tender offer or take-over-bid
made for NNC Shares provided all Blackout Trading Restrictions to which the Officer is subject
have been previously terminated or ceased to apply to such Officer.
 5. Surrender of Escrowed Shares
 (a)
    
    NNC will:
 (i)
    
    notify each Officer and the Escrow Agent of each Window Period during the term
of this Agreement not less than one Business Day prior to the commencement of such
Window Period; and
 (ii)
    
    deliver to each Officer and the Escrow Agent a notice substantially in the form
attached as Exhibit B (the Trading Ban Termination Notice) promptly upon the
termination or cessation of all Blackout Trading Restrictions to which the Officer is
subject.
 (b)
    
    An Officer who makes a Scheduled Payment or Pre-payment pursuant to the Undertaking will
notify the Corporate Secretary thereof at the time of such Payment or Pre-payment. If an
Officer does not pay to such Officers NNC Employer all or any portion of a Scheduled Payment
by 5:00 p.m. (local time in the place where such Officers NNC Employers head office is
located) on a Payment Day, NNC will on the first Business Day following such Payment Day
deliver to the Officer and the Escrow Agent a notice substantially in the form attached as
Exhibit C (a Deemed Surrender Notice) of non-payment by such Officer setting out therein the
amount of the Scheduled Payment that was not paid by the Officer (the Unpaid Amount) and the
Payment Day on which such Scheduled Payment was to have been made. The Officer is




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- 6 - thereupon deemed to have on such Payment Day irrevocably instructed the Escrow Agent to, and
the Escrow Agent will, subject to sections 5(e) and 5(h), within two Business Days of
receipt of the Deemed Surrender Notice, surrender to NNC for cancellation (to be credited
against the RtP Amount to be paid by the Officer to the NNC Employer as contemplated by the
Undertaking) the lesser of (i) that number of such Officers Escrowed Shares having an
aggregate Market Value determined by NNC equal to the Unpaid Amount (rounded up to the
nearest number of whole NNC Shares), and (ii) the number of such Officers Escrowed Shares
remaining in escrow hereunder.
 (c)
    
    If an Officer delivers written instructions substantially in the form attached as Exhibit D
(a Surrender Notice) to NNC and the Escrow Agent to deliver Escrowed Shares to NNC on
account of all or any portion of a Scheduled Payment or a Pre-Payment, the Escrow Agent will,
subject to sections 5(e) and 5(h), within two Business Days of receipt of such Surrender
Notice surrender to NNC for cancellation (to be credited against the RtP Amount to be paid by
the Officer to the NNC Employer as contemplated by the Undertaking) the number of such
Officers Escrowed Shares having a Market Value determined by NNC equal to the amount
instructed by the Officer to be paid by the surrender of Escrowed Shares (rounded up to the
nearest number of whole NNC Shares) pursuant to the Surrender Notice.
 (d)
    
    In any case where the aggregate Market Value of an Officers Escrowed Shares surrendered
pursuant to section 5(b) or 5(c) is in excess of the amount of any Scheduled Payment or Unpaid
Amount on account of which such surrender is made, as the case may be, such excess will be
applied by NNC against the next succeeding Scheduled Payment to be made by such Officer.
 (e)
    
    If:
 (i)
    
    the day on which the Escrow Agent is to surrender Escrowed Shares for
cancellation pursuant to a Surrender Notice or a Deemed Surrender Notice is a day that
is not during a Window Period, the surrender of such Escrowed Shares will be delayed
until the first Business Day of the next Window Period; or
 (ii)
    
    prior to the day on which Escrowed Shares are to be surrendered pursuant to a
Surrender Notice or a Deemed Surrender Notice, an Officer notifies NNC and the Escrow
Agent, or NNC notifies an Officer and the Escrow Agent, that such Officer is precluded
from trading in NNC Shares pursuant to (A) Procedure No. 320.28, (B) applicable law, or
(C) any applicable order of regulatory authorities having jurisdiction, the surrender
of such Escrowed Shares pursuant to such Surrender Notice or Deemed Surrender Notice
will be delayed until the first Business Day of the first Window Period following the
day on which the Officer notifies NNC and the Escrow Agent or NNC notifies such Officer
and the Escrow Agent, as the case may be, that the Officer is no longer precluded from
trading in NNC Shares.
 (f)
    
    Within three Business Days following any surrender of Escrowed Shares, NNC will deliver to
the Escrow Agent and the Officer on account of whom such shares have been surrendered a
written confirmation substantially in the form attached as Exhibit E (a Confirmation)
confirming the calculation of the number of Escrowed Shares surrendered and such Officers
Remaining Balance. Upon demonstration by the Officer of a calculation error, NNC will, at the
Officers election, credit any over payment against the Officers Remaining Balance (and
deliver a corrected Confirmation therefor) or refund the over payment to the Officer in cash.




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- 7 - 
 (g)
    
    If there are any Escrowed Shares of an Officer remaining in escrow after the Escrow Agent
receives:
 (i)
    
    a Confirmation from NNC indicating that an Officers Remaining Balance is zero;
or
 (ii)
    
    notice substantially in the form of Exhibit F attached (a Termination Notice)
from NNC that this Agreement has terminated in respect of such Officer,
  (h)
    
    Notwithstanding the Undertaking or any other provision of this Agreement, NNC will not accept
the surrender of an Officers Escrowed Shares for cancellation, and NNC will have no right to
deliver a Deemed Surrender Notice with respect to an Officer under section 5(b), and such
Officer will not instruct or be deemed to have instructed the Escrow Agent to surrender such
Officers Escrowed Shares or any other right, title or interest in such Officers Escrowed
Shares to NNC for cancellation, to the extent that such surrender, or instruction or deemed
instruction, would result in such Officers violation of the Blackout Trading Restrictions or
any of them.
 6. Duties of Escrow Agent
 (a)
    
    This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any
and all matters pertinent hereto. No implied duties or obligations will be read into this
Agreement against the Escrow Agent. The Escrow Agent is not bound by the provisions of any
agreement among the other parties hereto except this Agreement. The parties hereto agree that
the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that no trust is
intended to be, or will be, created, and that the duties of the Escrow Agent hereunder are
purely administrative in nature. The Escrow Agent will not be under any duty to give the
Escrowed Shares held by it hereunder any greater degree of care than it gives its own similar
property. The Escrow Agent does not have any interest in the Escrowed Shares deposited
hereunder but is serving as escrow holder only and having only possession thereof.
 (b)
    
    The Escrow Agent will not be liable for any error of judgement, or for any act done or step
taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which
it may do or refrain from doing in connection herewith, except for its own fraud, negligence
or wilful misconduct. In the absence of fraud, negligence or wilful misconduct by the Escrow
Agent, the Escrow Agent will not be liable to the Officers or NNC for any loss or injury to
them.
 (c)
    
    Subject to section 6(b), upon the Escrow Agents delivery of any Escrowed Shares in
accordance with this Agreement, the Escrow Agent will be automatically and immediately
released from all obligations under this Agreement in respect of such Escrowed Shares.
 (d)
    
    Subject to section 6(b), the Escrow Agent:
 (i)
    
    may, if in its sole discretion it deems it necessary or desirable, retain such
independent counsel or other advisors as it reasonably may require for the purpose of
discharging or determining its duties, obligations or rights hereunder;




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- 8 - 
 (ii)
    
    may act pursuant to the advice of its legal counsel or the reasonable advice of
external legal counsel to NNC with respect to any matter relating to this Agreement;
 (iii)
    
    will not be required to institute legal proceedings of any kind and will not
be required to defend any legal proceedings which may be instituted against it in
respect of the subject matter of this Agreement;
 (iv)
    
    will be entitled to rely upon any order, judgment, certification, demand,
notice, instrument or other writing delivered to it hereunder without being required to
determine the authenticity or the correctness of any fact stated therein or the
propriety or validity of the service thereof;(v)
    
    may act in reliance upon any instrument or signature believed by it to be
genuine and may assume that the person purporting to give receipt or advice or make any
statement or execute any document in connection with the provisions hereof has been
duly authorized to do so;(vi)
    
    may conclusively presume that the undersigned representative of any party
hereto which is an entity other than a natural person has full power and authority to
instruct the Escrow Agent on behalf of that party unless written notice to the contrary
is delivered to the Escrow Agent; and(vii)
    
    is not required to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties or in the exercise of any of its
rights or powers, or do anything not expressly provided for herein; and(viii)
    
    retains the right not to act and will not be liable for refusing to act if, due to a
lack of information or for any other reason whatsoever, the Escrow Agent, in its sole
judgment, determines that such act might cause it to be in non-compliance with any
applicable anti-money laundering or anti-terrorist legislation, regulation or
guideline.
 (e)
    
    In the event of any disagreement between the other parties hereto resulting in adverse claims
or demands being made in connection with any Escrowed Shares or in the event that the Escrow
Agent is in doubt as to what action it should take hereunder, the Escrow Agent will be
entitled to retain such Escrowed Shares until the Escrow Agent has received (i) a final
non-appealable order of a court of competent jurisdiction directing delivery of such Escrowed
Shares or (ii) a written agreement executed by the other Affected Parties hereto directing
delivery of such Escrowed Shares, in which event the Escrow Agent will disburse such Escrowed
Shares in accordance with such order or agreement. Any court order must be accompanied by a
legal opinion by counsel for the presenting party reasonably satisfactory to the Escrow Agent
to the effect that the order is final and non-appealable. The Escrow Agent will act on such
court order and legal opinion without further question.
 7. Successor Escrow Agent
 (a)
    
    Any company into which the Escrow Agent or its corporate trust department may be merged or,
with or to which it may be consolidated, amalgamated or sold, or any company resulting from
any merger, consolidation, sale or amalgamation to which the Escrow Agent is a party, will be
the new escrow agent under this Agreement without the execution of any instrument or any




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- 9 - further act, provided that such company is resident in Canada and is authorized to carry on
the business of a trust company in the Province of Ontario.
 (b)
    
    The Escrow Agent may:
 (i)
    
    be removed at any time by the mutual consent of NNC and each Officer in respect
of which this Agreement remains in force by delivering notice thereof to the Escrow
Agent; and
 (ii)
    
    at any time resign as such by delivering notice thereof to NNC and each Officer
in respect of which this Agreement remains in force;
  8. Indemnity
  9. Not Obliged to Defend




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- 10 - 10. Expenses and Fees
  11. Notices
  (a)
    
    to any party hereto, when delivered by hand (with written confirmation of receipt) or sent by
telecopier (with written confirmation of receipt); or(b)
    
    to NNC or any Officer, when e-mailed (with electronic confirmation of receipt);
  12. Actions on Business Days
  13. Waiver
  14. Amendment




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- 11 -  15. Governing Law
  16. Further Assurances
  17. Binding Effect, Termination and Survival of Certain Provisions
  18. Counterparts; Facsimilied Agreements
  19. Administration of Escrow
  20. Severability




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##### 



IN WITNESS WHEREOF
 NORTEL NETWORKS CORPORATION
    
    COMPUTERSHARE TRUST COMPANYOF CANADABy:
    

/s/   Gordon Davies
    
    By:
    
/s/   Mircho
MirchevName:
    
    Gordon A. Davies
    
    Name:
    
    Mircho MirchevTitle:
    
    Corporate Secretary
    
    Title:
    
    Professional, Corporate TrustAugust 11, 2005Address:
    
    8200 Dixie RoadBrampton, ON L6T 5P6
    
    By:
    
/s/   C. DavidsonFax:
    
    
    
    Name:
    
    Cheryl DavidsonAttention:
    
    
    
    Title:
    
    Administrator, Corporate Trust/s/   Anna Ventresca
    
    Address:
    
    100 University AvenueAnna Ventresca
    
    
    
    9th Floor,Assistant Secretary
    
    
    
    North Tower Toronto,ON M5J 2Y1Fax:Attention:
    
    Manager, Corporate Trust
 /s/   Chahram Bolouri
    
    /s/   Malcom CollinsChahram Bolouri
    

Malcom CollinsAddress:
    
    130 Beaconsfield Blvd
    
    Address:
    
    1801 Oatlands CourtBeaconsfield, Quebec
    
    
    
    Wake ForestCanada H9W 3Z7
    
    
    
    North Carolina 27587Fax:
    
    514-426-2715
    
    Fax:
    
    919-997-6130/s/   P Debon
    
    /s/   Nicholas J. DeRomaPascal Debon
    
    Nicholas DeRomaAddress:
    
    15190 Prestonwood Blvd
    
    Address:
    
    1 Chedington Place, Suite 8-DApt 433
    
    
    
    Toronto, OntarioDallas, Texas 75248
    
    
    
    Canada M4M 3R4Fax:
    
    (972) 684-3632 or ESN
444-3632
    Fax:
    
    416-489-0095




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/s/   Bill Donovan
    
    /s/   John GiamatteoBill Donovan
    
    John GiamatteoAddress:
    
    600 Hogans Valley Way
    
    Address:
    
    Gate City Ohsaki, East Tower 9FCary, NC 27513
    
    
    
    1-11-2 Ohsaki, Shinagawa-kuTokyo 141-8411, JapanFax:
    
    Home Fax 919-468-0924
    
    Fax:
    
    81-3-5740-1849/s/   D Joannou
    
    /s/   Robert MaoDion Joannou
    
    Robert MaoAddress:
    
    2839 NE 24th
Place
    
    Address:
    
    1126 River GardenFt. Lauderdale, FL, 33305
    
    
    
    Shunyi County, BeijingUSA
    
    
    
    China, 101300Fax:
    
    954-851-8126
    
    Fax:
    
    86-10-8046-5745/s/   B. McFadden
    
    /s/   Greg MumfordBrian McFadden
    
    Greg MumfordAddress:
    
    6 Magnolia St.
    
    Address:
    
    1201 Spinnaker PlaceBaie-DUrfé
    
    
    
    Kingston, OntarioQuebec, H9X 3P4
    
    
    
    Canada K7L 5H6Fax:
    
    514-457-0739
    
    Fax:
    
    613-544-7444/s/   Steve Pusey
    
    /s/   Susan SpradleySteve Pusey
    
    Susan L. SpradleyAddress:
    
    8 St. Davids Drive
    
    Address:
    
    2 Dorset PlEnglefield Green
    
    
    
    Dallas, Texas 75229SurreyFax:
    
    (44) 1628 437760
    
    Fax:
    
    972-684-3950




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Schedule I
 OFFICERS, RtP AMOUNT AND ESCROWED SHARES
 RtP Amount
    
    EscrowedName
    
    RtP Amounts
    
    Converted to $US(1)
    
    Shares(2)BOLOURI, Chahram
    
    
    C$891,697
    
    
    US $707,696.03
    
    
    226,101COLLINS, Malcolm
    
    GBP£395,409
    
    US $735,460.74
    
    
    234,972DEBON, Pascal
    
    US $1,078,963
    
    
    
    
    
    
    344,717DeROMA, Nicholas
    
    
    C$953,747
    
    
    US $756,942.06
    
    
    241,835DONOVAN, Bill
    
    US $640,271
    
    
    
    
    
    
    204,559GIAMATTEO, John
    
    US $259,875
    
    
    
    
    
    
    83,027JOANNOU, Dion
    
    US $328,412
    
    
    
    
    
    
    104,924MAO, Robert
    
    US $627,500
    
    
    
    
    
    
    200,479McFADDEN, Brian
    
    
    C$899,630
    
    
    US $713,992.06
    
    
    228,112MUMFORD, Greg
    
    
    C$921,500
    
    
    US $731,349.21
    
    
    233,658PUSEY, Steve
    
    GBP£473,173
    
    US $880,101.78
    
    
    281,183SPRADLEY, Susan
    
    US $967,694
    
    
    
    
    
    
    309,167
    (1)
 
 (1)
    
    C$ amounts are converted to US$ at the rate of C$1.26 per US$1.00 and GBP£ are
converted to US$ at the rate of US$1.00 per £1.86.(2)
    
    The closing price of NNC Shares on the NYSE on February 7, 2005 was US$3.13.(3)
    
    Represents all NNC Shares beneficially owned by such Officer (excluding NNC Shares
held in long term investment plans).




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##### 



Exhibit A
 STOCK TRANSFER POWER
 THE UNDERSIGNED
  
 SignatureName:Address:




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##### 



Exhibit B
 TRADING BAN TERMINATION NOTICE
 To:
    
    Computershare Trust Company of Canada, as Escrow Agent (Escrow Agent)To:
    
    (the Officer)Name of OfficerCopy to:Name of Nortel EmployerFrom:
    
    Nortel Networks Corporation (NNC)
 et al,
 Nortel Networks CorporationBy:Name:Title:Date:




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##### 



Exhibit C
 DEEMED SURRENDER NOTICE
 To:
    
    Computershare Trust Company of Canada, as Escrow AgentTo:Name of OfficerCopy to:Name of Nortel EmployerFrom:
    
    Nortel Networks Corporation (NNC)Re:
    
    Escrow Agreement dated as of March 1, 2005 among the Escrow Agent, NNC and the Officer, et al
 Date of Scheduled Payment to which thisDeemed Surrender Notice relates:Unpaid Amount to be paid by surrender of Escrowed Shares:Date on which Market Value of NNCShares determined:Closing Price of NNC Common Shares on NYSE on Market Value determination date:Exchange rate rounded to two decimal points (if applicable)Number of Escrowed Shares to be surrendered (Unpaid Amount divided by
Market Value of one NNC Share, rounded up to the nearest whole number):
 Nortel Networks CorporationBy:Name:Title:Date:




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##### 



Exhibit D
 SURRENDER NOTICE
 To:
    
    Computershare Trust Company of Canada, as Escrow AgentCopy to:Name of Nortel EmployerCopy to:
    
    Nortel Networks Corporation (NNC)From:Name of OfficerRe:
    
    Escrow Agreement dated as of
March 1, 2005 among the Escrow Agent, NNC and the Officer, et al
 
 Check One:
    o
    Scheduled Payment:(insert date)o
    Pre-paymentSignature of OfficerDate:




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##### 



Exhibit E
 CONFIRMATION
 To:Name of OfficerTo:
    
    Computershare Trust Company of Canada, as Escrow AgentCopy to:Name of Nortel EmployerFrom:
    
    Nortel Networks Corporation (NNC)Re:
    
    Escrow Agreement dated as of March 1, 2005 among the Escrow
Agent, NNC and the Officer, et al
 Date of Surrender Notice or Deemed Surrender Notice to which this Confirmation
relates:Amount of payment made pursuant to notice referred to above:Date on which Market Value of NNC Shares determined:Closing Price of NNC Shares on NYSE on Market Value determination date:Exchange rate rounded to two decimal points (if applicable)Number of Escrowed Shares surrendered (Unpaid Amount divided by Market Value of
one NNC Share, rounded up to the nearest whole number):Officers Remaining Balance:
 Nortel Networks CorporationBy:Name:Title:Date:




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##### 



Exhibit F
 TERMINATION NOTICE
 To:
    
    Computershare Trust Company of Canada, as Escrow Agent (the Escrow Agent)To:Name of Nortel EmployerFrom:
    
    Nortel Networks Corporation (NNC)Re:
    
    (the Officer)Name of Officer in respect of whom this Notice is delivered
 et al,
 Nortel Networks CorporationBy:Name:Title:Date: