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Exhibit 10.4
 
 [Insert name and address of Director]
 Indemnity
  
    
    as a director of Nortel Networks Corporation (the Corporation) ;
    
    as an officer of the Corporation;
    
    as a director of any other entity to the extent that you are serving in such
capacity at the request of the Corporation (and the Corporation hereby confirms its
request that you serve as a director of Nortel Networks Limited (NNL)) or
    
    as an officer of any other entity to the extent that you are serving in such
capacity at the request of the Corporation,
  1. Scope of Indemnity




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- 2 - (c)
    
    For the purposes of this agreement:
 (i)
    
    Indemnified Amount means any amount which the
Corporation is obliged to pay pursuant hereto;(ii)
    
    Cost means all injury, liability, loss, damage,
charge, cost, expense, fine or settlement amount whatsoever which you may
reasonably incur, suffer or be required to pay (including, without
limitation, all reasonable legal and other professional fees as well as all
out-of-pocket expenses for attending discoveries, trials, hearings and
meetings); and(iii)
    
    Proceeding means any claim, action, suit,
application, litigation, charge, complaint, prosecution, assessment,
reassessment, investigation, inquiry, hearing or proceeding of any nature
or kind whatsoever, whether civil, criminal, administrative or otherwise.
 2. Procedure for Making a Claim
 (a)
    
    If you wish to make any claim for payment of an Indemnified Amount to you by
the Corporation hereunder, you shall deliver a written notice of such claim for payment
to the Corporation, together with reasonable details and supporting documentation with
respect to such claim (such written notice, together with such details and
documentation, referred to herein as an Indemnification Notice).(b)
    
    Subject to obtaining any required court approval, the Corporation shall pay all
Indemnified Amounts arising in connection with the matters described in the
Indemnification Notice to you (or as you may direct) no later than 30 days after the
date on which you deliver an Indemnification Notice on account of any such Indemnified
Amount to the Corporation.(c)
    
    The Corporation shall pay all Indemnified Amounts within the time period
contemplated in this Section 2, subject to Section 6 hereof.
 3. Notice of Claim
 (a)
    
    Notice to Corporation
  (b)
    
    Notice to Director or Officer




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- 3 - 4. Defence of Action
 (a)
    
    By Corporation
  (b)
    
    By Director
  (i)
    
    the Corporation does not in a timely manner:
 (A)
    
    undertake appropriate action; or(B)
    
    take such legal steps as may be from time to
time required to properly defend against any such claim; or
 (ii)
    
    in the reasonable opinion of your counsel (which
opinion shall be in writing and a copy thereof provided to the Corporation)
your interests in respect of the relevant matter conflict with the
interests of the Corporation in respect of such matter or with the
interests of any other director or officer of the Corporation in respect of
whose defence the Corporation has carriage;
  (i)
    
    you shall not agree to settle any Indemnified Claim
without the prior written consent of the Corporation (unless you have a
reasonable belief that the Corporation will not satisfy its obligations to
you hereunder if the Indemnified Claim proceeds); and(ii)
    
    if the Indemnified Claim would be covered by insurance
maintained by the Corporation, you shall comply with the applicable
conditions of such coverage (provided however, that failure to so comply
shall not relieve the Corporation of its obligation to indemnify you
hereunder).




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- 4 - 
 5. Former Directors and Officers
   6. No Obligation to Pay Indemnities Prohibited by Law
 Canada Business Corporations Act
  (i)
    
    acted honestly and in good faith with a view to the
best interests of the Corporation or, as the case may be, of NNL or any
other entity to the extent that you are serving as a director or officer of
that entity at the request of the Corporation; and(ii)
    
    in the case of a criminal or administrative action or
proceeding that it enforced by a monetary penalty, you had reasonable
grounds for believing that your conduct was lawful (each of (i) and (ii) a
Condition).
  7. Court Approval




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- 5 - 8. Insurance
  9. Enurement
  10. Previous Indemnities
  11. Jurisdiction
  12.
  (i)
    
    to the Corporation at: Nortel Networks Corporation,
8200 Dixie Rd., Brampton, Ontario, L6T 5P6, Attention: Chief Legal Officer
(fax 905-863-8544); and(ii)
    
    to you at [insert name of director]and [insert]
  13. Governing Law




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- 6 -  NORTEL NETWORKS CORPORATIONbyName:Title:byName:Title:
   [Insert name of Director]
    
    Witness