X0202 4 2005-08-15 0 0000072911 NORTEL NETWORKS CORP NT 0001232509 COLLINS MALCOLM KEVIN C/O NORTEL NETWORKS CORPORATION 8200 DIXIE ROAD SUITE 100 BRAMPTON A6 L6T 5P6 0 1 0 0 President, Enterprise Networks Common Shares 2005-08-15 4 J 0 71641 3.33 D 165096 D 01/30/97 Grant of Options 8.8513 2007-01-29 Common Shares 10668 10668 D 01/29/98 Grant of Options 11.29 2008-01-28 Common Shares 29336 29336 D 10/29/98 Grant of Options 10.1475 2008-10-28 Common Shares 51734 51734 D 01/28/99 Grant of Options 15.5325 2009-01-27 Common Shares 80000 80000 D 01/28/99 Grant of Options 2009-01-27 Common Shares 80000 80000 D 01/29/02 Grant of Options 7.16 2010-01-26 Common Shares 33333 33333 D 01/29/02 Grant of Options 7.16 2011-01-24 Common Shares 26666 26666 D 02/28/02 Grant of Options 5.15 2012-02-27 Common Shares 120000 120000 D Common shares of Nortel Networks Corporation (NNC) surrendered by the officer for cancellation in accordance with the escrow agreement dated as of March 1, 2005 among NNC, Computershare Trust Company of Canada et al, in connection with the voluntary undertaking by the officer to pay over a three year period an amount equal to the return to profitability bonus paid to the officer in 2003, net of tax deductions at source, as set forth in a letter of undertaking dated January 10, 2005 as modified by a letter dated as of March 1, 2005. The reported options were granted pursuant to the Nortel Networks Corporation 1986 Stock Option Plan As Amended and Restated (the "1986 Stock Option Plan"). These initial options were granted pursuant to the 1986 Stock Option Plan. Under the terms of Key Contributor Program, a Participant is granted concurrently an equal number of initial options and replacement options. These replacement options were granted pursuant to the 1986 Stock Option Plan. Under the terms of Key Contributor Program, a Participant is granted concurrently an equal number of initial options and replacement options. The replacement options expire ten years from the date of grant and have an exercise price equal to the market value (as defined in the 1986 Stock Option Plan) of common shares on the date the initial options are fully exercised, provided that in no event will the exercise price be less than the market value (as defined in the 1986 Stock Option Plan) on the date of grant. Subject to certain holding requirements with respect to shares received from the exercise of the initial options, the replacement options are generally exercisable commencing 36 months from the date all of the initial options are fully exercised. The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan. The reported options are currently vested. T.S.J. Connelly McGilley, Attorney for Malcolm Kevin Collins 2005-08-17