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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 LIMITED(Exact name of registrant as specified in its charter)CANADA
    
    000-30758
    
    62-12-62580(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 Nortel Networks Corporation, or NNC, 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 NNC and the
registrant. 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 Nortel Networks Corporation, or NNC, William A. Owens, currently
president and chief executive officer of NNC and the registrant, will become vice-chairman and
chief executive officer of NNC and the registrant, effective March 14, 2005. *** As also announced on March 4, 2005 by NNC, Peter W. Currie, originally appointed chief financial
officer of NNC and the registrant effective February 14, 2005, will become executive vice-president
and chief financial officer of NNC and the registrant, effective March 14, 2005. *** As also announced on March 4, 2005 by NNC, Gary L. Daichendt, 53, has been appointed president and
chief operating officer of NNC and the registrant, effective March 14, 2005. NNC 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
the registrant (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 NNC and the registrant ends, NNC intends to recommend for approval a new hire
grant of 500,000 stock options of NNC, subject to the terms and conditions of the applicable stock
option plan of NNC. The agreement also provides that NNC 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 NNC 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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Nortel Networks Corporation owns all of the registrants common shares and the registrant is Nortel
Networks Corporations principal direct operating subsidiary. Item 8.01   Other Events On March 4, 2005, Nortel Networks Corporation 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 Nortel Networks Corporation 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 LIMITEDBy:
    /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 Nortel Networks Corporation on March 4, 2005.