-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BMWRqRwJPocNcjR3dgDOTaopGX96q/Ce5NWrp+WWjB5cIdR5KoQedacvreeeRp++ HdxwVgNRv2I7xDi4Y+XuYQ== 0000903423-05-000765.txt : 20051004 0000903423-05-000765.hdr.sgml : 20051004 20051004183647 ACCESSION NUMBER: 0000903423-05-000765 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051004 DATE AS OF CHANGE: 20051004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NORTEL NETWORKS CORP CENTRAL INDEX KEY: 0000072911 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 621262580 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ATTN: CORPORATE SECRETARY STREET 2: 8200 DIXIE ROAD, SUITE 100 CITY: BRAMPTON STATE: A6 ZIP: L6T 5P6 BUSINESS PHONE: 9058630000 MAIL ADDRESS: STREET 1: ATTN: CORPORATE SECRETARY STREET 2: 8200 DIXIE ROAD, SUITE 100 CITY: BRAMPTON STATE: A6 ZIP: L6T 5P6 FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN TELECOM LTD DATE OF NAME CHANGE: 19940831 FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN ELECTRIC CO LTD DATE OF NAME CHANGE: 19760324 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLEGHORN JOHN EDWARD CENTRAL INDEX KEY: 0001235895 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07260 FILM NUMBER: 051123145 BUSINESS ADDRESS: STREET 1: C/O NORTEL NETWORKS STREET 2: 8200 DIXIE ROAD STE 100 CITY: BRAMPTON ONTARIO STATE: A6 ZIP: L6T 5PT BUSINESS PHONE: 9058631186 4 1 cleghorn-f4_1005ex.xml X0202 4 2005-09-30 0 0000072911 NORTEL NETWORKS CORP NT 0001235895 CLEGHORN JOHN EDWARD C/O NORTEL NETWORKS CORPORATION 8200 DIXIE ROAD, SUITE 100 BRAMPTON A6 L6T 5P6 ONTARIO, CANADA 1 0 0 0 Common Shares 25000 D Share Units 2005-09-30 4 A 0 1889.7460 3.25 A Common Shares 1889.7460 30264.6446 D Share Units 2005-09-30 4 A 0 8587.9788 3.25 A Common Shares 8587.9788 122122.7839 D 05/24/01 Grant of Options 14.95 2011-05-23 Common Shares 4000 4000 D Share units issued under the Nortel Networks Corporation Directors' Deferred Share Compensation Plan (the "NNCDDSCP"). Pursuant to the NNCDDSCP, certain fees payable to Nortel Networks Corporation ("NNC") directors are paid in the form of NNC share units, based upon the market price of NNC common shares at the time such NNC share units are credited to the director's account under the NNCDDSCP. On the earliest date when a director ceases to be both (i) a member of the board of directors of NNC and (ii) employed by NNC or its subsidiaries, NNC will cause to be purchased on the open market, for delivery to the director, a number of NNC common shares equal to the number of NNC share units credited to the director's account under the NNCDDSCP. Represents the price of the share unit of $3.78 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the transaction date. Share units issued under the Nortel Networks Limited Directors' Deferred Share Compensation Plan (the "NNLDDSCP"). Pursuant to the NNLDDSCP, certain fees payable to Nortel Networks Limited ("NNL") directors are paid in the form of NNL share units, based upon the market price of NNC common shares at the time such NNL share units are credited to the director's account under the NNLDDSCP. On the earliest date when a director ceases to be both (i) a member of the board of directors of NNL and (ii) employed by NNL or its subsidiaries, NNL will cause to be purchased on the open market, for delivery to the director, a number of NNC common shares equal to the number of NNL share units credited to the director's account under the NNLDDSCP. The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan. Represents the exercise price of $23.13 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant. The reported options are currently vested. Walter Wagnleithner, Attorney for John Edward Cleghorn 2005-10-04 EX-24 2 cleghornpoa.htm

POWER OF ATTORNEY

I, the undersigned, hereby constitute and appoint any one of T.S.J. Connelly McGilley, G.A. Davies, N. Kothari, E.D. Kelterborn, W.C. Lehman, D.M. Parker, A. Ventresca and W. Wagnleithner, my true and lawful attorney for me and in my name to sign or certify and file, or cause to be filed, with the appropriate authority any and all reports or profiles, in paper format or electronic format, relating to my ownership, direction, control or trading in the securities of Nortel Networks Corporation (hereinafter referred to as the “Corporation”) and/or any of the Corporation’s subsidiaries, affiliates, associates, and/or any company of which any of the foregoing corporations is an insider, which are required to be filed pursuant to the provisions of the Canada Business Corporations Act, the Securities Act (Ontario) or similar legislation of all or any of the provinces of Canada, and the regulations made pursuant thereto, the Securities Exchange Act of 1934 of the United States of America, and regulations and rules made pursuant thereto, and/or the laws, regulations and rules of any other jurisdictions in which such reports or profiles must be filed, as a consequence of my being, or being deemed to be, an insider of the Corporation and/or any of the Corporation’s subsidiaries, affiliates, associates, and/or any company of which any of the foregoing corporations is an insider. I hereby revoke any power of attorney heretofore made in this regard. This power of attorney shall remain effective until revoked in writing.

DATED at Sutton , (City/Town)	Quebec . (State/Province)

This 24th day of August, 2005 . (day) (month/year)
	/s/ J. Cleghorn Signature
	John Edward Cleghorn (Please print full* name)*
WITNESS: /s/ Vanessa Page (Signature)
Vanessa Page (Please print full* name)*

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