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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) MARCH 4, 2005 NORTEL NETWORKS CORPORATION(Exact name of registrant as specified in its charter)CANADA
    
    001-07260
    
    NOT APPLICABLE(State or other jurisdictionof incorporation)
    
    (CommissionFile Number)
    
    (IRS EmployerIdentification No.)
 8200 DIXIE ROAD, SUITE 100, BRAMPTON, ONTARIO, CANADA
    
    L6T 5P6(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code 905-863-0000  (Former name or former address, if changed since last report.)
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):  o
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))o
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))




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Item 1.01 Entry into a Material Definitive Agreement The registrant entered into an agreement with Gary L. Daichendt, effective March 4, 2005, in
connection with Mr. Daichendts appointment as president and chief operating officer of the
registrant and its principal operating subsidiary Nortel Networks Limited, or NNL. The material
terms of the agreement are described under Item 5.02 of this Form 8-K and such description is
incorporated herein by reference. Item 5.02(b)(c) Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers As announced on March 4, 2005 by the registrant, William A. Owens, currently president and chief
executive officer of the registrant and its principal operating subsidiary Nortel Networks Limited,
or NNL, will become vice-chairman and chief executive officer of the registrant and NNL, effective
March 14, 2005. *** As also announced on March 4, 2005 by the registrant, Peter W. Currie, originally appointed chief
financial officer of the registrant and NNL effective February 14, 2005, will become executive
vice-president and chief financial officer of the registrant and NNL, effective March 14, 2005. *** As also announced on March 4, 2005 by the registrant, Gary L. Daichendt, 53, has been appointed
president and chief operating officer of the registrant and NNL, effective March 14, 2005. The
registrant entered into an employment agreement with Mr. Daichendt in connection with his
appointment as president and chief operating officer, and sets forth certain terms of Mr.
Daichendts employment. The agreement provides that Mr. Daichendt will receive a base salary of
US$800,000 (per annum). Mr. Daichendt will be eligible for a target annual bonus of 125% of base
salary under the annual bonus plan of NNL (the Nortel Networks Limited SUCCESS Incentive Plan, or
the SUCCESS Plan), based on the generally applicable performance criteria under such plan. For
2005, Mr. Daichendt will receive a guaranteed annual bonus under the SUCCESS Plan of at least 125%
of base salary. The agreement also specifies that, once the suspension on the grant of options
caused by the delay of regulatory filings by the registrant and NNL ends, the registrant intends to
recommend for approval a new hire grant of 500,000 stock options of the registrant, subject to the
terms and conditions of the applicable stock option plan of the registrant. The agreement also
provides that the registrant intends to award to Mr. Daichendt a 2005 long term incentive package
valued at the time of award equivalent to US$3.75 million and conditional upon shareholder and all
other required approvals having been obtained prior to the award. Mr. Daichendt will also be
eligible to participate in the U.S. employee benefit plans of
Nortel Networks Inc. and the Nortel Networks
Corporation Executive Retention and Termination Plan, or ERTP, in accordance with the generally
applicable terms of such plans. Mr. Daichendt will also, in certain circumstances, be entitled to
certain involuntary separation awards in the event certain aspects of his position change after the
effective date of his employment or the registrant initiates the separation of his employment as
president and chief operating officer, although such involuntary separation awards would preclude
any awards under the ERTP. Such involuntary separation awards include the equivalent of two years
base salary and one year of SUCCESS Plan payment at target, and continued vesting of outstanding
stock options during the two-year salary continuance period. Mr. Daichendt was previously employed in the networking and communications industry with Cisco
Systems, Inc., or Cisco. At Cisco, he held a number of senior positions. From 1998 to 2000, he
was executive vice-president, Worldwide Operations and, prior to
that, was senior vice-president,
Worldwide Operations (1997 to 1998), senior vice-president, Worldwide Sales (1996 to 1997) and
vice-president, Intercontinental Operations (1994 to 1996). Prior to his tenure with Cisco, Mr.
Daichendt held a number of other senior positions with technology companies over a number of years,
including during his two years with System Software Associates, Inc., eight years with Wang
Laboratories, Inc. and ten years with IBM Corporation. Since his departure from Cisco in 2000,
Mr. Daichendt has been primarily engaged in investing in private commercial real estate ventures, a
mega electronic game center and board positions with technology start-up companies and non-profit
organizations.




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Item 8.01 Other Events On March 4, 2005, the registrant issued the press release attached hereto as Exhibit 99.1, and such
press release is incorporated by reference herein (other than information included on or linked
from the registrants website, referenced in such release, which is not incorporated by reference
into this report). Item 9.01 Financial Statements and Exhibits (c) Exhibits  99.1
    Press Release issued by the registrant on March 4, 2005.




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTEL NETWORKS CORPORATIONBy:
    /s/ William J. DonovanWilliam J. DonovanSenior Vice-President, Human ResourcesBy:
    /s/ Gordon A. DaviesGordon A. DaviesAssistant General Counsel  Securities
and Corporate Secretary Dated: March 9, 2005




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EXHIBIT INDEX Exhibit No.
    
    Description99.1
    
    
    Press Release issued by the registrant on March 4, 2005.