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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)
    
    June 29, 2005
 NORTEL NETWORKS CORPORATION    CANADA(State or other jurisdictionof incorporation)
    
    001-07260(CommissionFile Number)
    
    NOT APPLICABLE(IRS EmployerIdentification No.)8200 DIXIE ROAD, SUITE 100, BRAMPTON, ONTARIO, CANADA(Address of principal executive offices)
    
    L6T 5P6(Zip Code)
  Registrants telephone number, including area code
    
    905-863-0000
    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 Committee on Directors
recommended and on June 29, 2005
the Boards of Directors of the Registrant and Nortel Networks Limited
(NNL) approved the following
changes to the compensation of directors: (i) increase of the annual committee chairperson fee (other than audit committee chairperson fee) to
US$15,000 or US$7,500 each for chairing the same committee of the Boards of Directors of the
Registrant and NNL; (ii) increase of the annual audit committee
chairperson fee to US$35,000
or US$17,500 each for chairing the same committee of the Boards of Directors of the Registrant
and NNL; and (iii) the payment of an NNL long term incentive fee of US$75,000.  The long term
incentive fee is payable over four fiscal quarters commencing the third fiscal quarter of 2005.
The payment of these fees may, at the election of each director, be
deferred in accordance with the Nortel Networks
Corporation Directors Deferred Share Compensation Plan and the Nortel Networks Limited Directors
Deferred Share Compensation Plan. Pursuant to indemnification agreements entered into on
June 29, 2005 with each of Jalynn H. Bennett, The Honorable
James B. Hunt, Jr., John A.
MacNaughton, Richard D. McCormick, Ronald W. Osborne and
Harry J. Pearce, each of whom
were elected to the Board of Directors of the Registrant and appointed to the Board of
Directors of NNL on June 29, 2005, the Registrant has agreed to indemnify and reimburse
each such director for any injury, losses, liabilities, damages, charges, costs, expenses,
fines or settlement amount reasonably incurred by any of them, including reasonable legal
and other professional fees, (i) in connection with a claim, action, suit, application,
litigation, charge, complaint, prosecution, assessment, reassessment, investigation,
inquiry, hearing or other proceeding of any nature or kind whatsoever, whether civil,
criminal, administrative or otherwise, made, asserted against or affecting such director
or in which such director is required by law to participate or in which such director
participates at the request of the Registrant or in which such director chooses to participate,
if it relates to, arises from, or is based on such individuals service as a director or officer
of the Registrant or service as a director or officer of another entity at the request of the
Registrant (the Registrant confirmed its request that each such director serve as a director of NNL),
or (ii) otherwise related to, arising from or based on such
individuals service as a director or officer of the Registrant or service as a director
or officer of another entity at the request of the Registrant, except if such indemnification
or reimbursement would be prohibited by the Canada Business Corporations Act or any other
applicable law.




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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/
Katharine B. StevensonKatharine B. StevensonTreasurerBy:
    /s/ Tracy S.J. Connelly McGilleyTracy S.J. Connelly McGilleyAssistant Secretary Dated: July 6, 2005