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October 23, 2003

Nortel Networks Declares Preferred Share Dividends

TORONTO – The board of directors of Nortel Networks* Limited declared a dividend on each of the outstanding Cumulative Redeemable Class A Preferred Shares Series 5 [TSX: NTL.PR.F] and the outstanding Non-cumulative Redeemable Class A Preferred Shares Series 7 [TSX: NTL.PR.G]. The dividend amount for each series is calculated in accordance with the terms and conditions applicable to each respective series, as set out in the Company’s articles. The annual dividend rate for each series floats in relation to changes in the average of the prime rate of Royal Bank of Canada and The Toronto-Dominion Bank during the preceding month (“Prime”) and is adjusted upwards or downwards on a monthly basis by an adjustment factor which is based on the weighted average daily trading price of each of the series for the preceding month, respectively. The maximum monthly adjustment for changes in the weighted average daily trading price of each of the series will be plus or minus 4.0% of Prime. The annual floating dividend rate applicable for a month will in no event be less than 50% of Prime or greater than Prime. The dividend on each series is payable on December 12, 2003 to shareholders of record of such series at the close of business on November 28, 2003.

Nortel Networks is an industry leader and innovator focused on transforming how the world communicates and exchanges information. The company is supplying its service provider and enterprise customers with communications technology and infrastructure to enable value-added IP data, voice and multimedia services spanning Wireless Networks, Wireline Networks, Enterprise Networks and Optical Networks. As a global company, Nortel Networks does business in more than 150 countries. More information about Nortel Networks can be found on the Web at www.nortelnetworks.com.

Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors which could cause results or events to differ from current expectations include, among other things: the severity and duration of the industry adjustment and continued reductions in spending by our customers; the sufficiency of our restructuring activities, including the potential for higher actual costs to be incurred in connection with restructuring actions compared to the estimated costs of such actions; fluctuations in operating results and general industry, economic and market conditions and growth rates; the ability to recruit and retain qualified employees; fluctuations in cash flow, the level of outstanding debt and debt ratings; the ability to meet financial covenants contained in our credit agreements; the ability to integrate the operations and technologies of acquired businesses in an effective manner; the impact of rapid technological and market change; the impact on our gross margins and other impacts of price and product competition; barriers to international growth and global economic conditions, particularly in emerging markets and including interest rate and currency exchange rate fluctuations; the impact of rationalization in the telecommunications industry; the dependence on new product development and our ability to predict market demand for particular products; the uncertainties of the Internet; the impact of the credit risks of our customers and the impact of customer financing and commitments; the entrance into an increased number of supply and outsourcing contracts which contain delivery and installation provisions, which, if not met, could result in the payment of substantial penalties or liquidated damages; the ability to obtain timely, adequate and reasonably priced component parts from suppliers and internal manufacturing capacity; the outcome of our asset and liability review; the future success of our strategic alliances; risks related to our defined benefit plans; the impact of additional valuation allowances for all or a portion of our deferred tax assets required if market conditions further deteriorate or future results of operations are less than expected; an inability of our subsidiaries to provide funding to the respective parent companies; restrictions on our cash as cash collateral if satisfactory arrangements for alternative support for certain obligations are not in place; and the adverse resolution of litigation and intellectual property disputes. For additional information with respect to certain of these and other factors, see the most recent Form 10 Q and Form 10 K filed by Nortel Networks with the United States Securities and Exchange Commission. Unless otherwise required by applicable securities laws, Nortel Networks disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

*Nortel Networks, the Nortel Networks logo, the Globemark and Business Without Boundaries are trademarks of Nortel Networks.

Contact for Press and Analysts:

Media:
Tina Warren
Nortel Networks
(905) 863-4702
tinawarr@nortel.com

Investors:
Nortel Networks
(888) 901-7286
(905) 863-6049
investor@nortel.com

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