Reliant FORM 10-K manual Item 13. Certain Relationships and Related Transactions

•Nortel Networks Corporation 1986 Stock Option Plan as amended and restated (the “1986 Stock Option Plan” and, collectively with the 2000 Stock Option Plan, the “Stock Option Plans”).

The table does not provide information with respect to equity compensation plans that have expired or are no longer in effect. The Company and its subsidiaries maintain other equity compensation plans that permit awards to directors, officers and other employees to be paid in common shares of the Company that are not issued from treasury but are purchased on the open market for immediate delivery to plan participants. Such plans are not dilutive to shareholders and information with respect to such plans is not required to be included in the table.

Plan category

Equity compensation plans approved by shareholders (1)

Equity compensation plans not approved by shareholders (2) Total (3)

(1)Consists of the Stock Option Plans.

A

Number of common shares to be issued upon exercise of outstanding options, warrants and rights

270,793,165

–

270,793,165

B

Weighted average exercise price of outstanding options, warrants and rights

$11.52

–

$11.52

C

Number of common shares remaining available for future issuance under equity compensation plans (excluding common shares reflected in column A)

87,996,421

–

87,996,421

(2)None. Except for the plans noted in footnote (3) below, all equity compensation plans involving the issuance of common shares from treasury have received shareholder approval.

(3)This table does not include information on any options, warrants or rights outstanding under plans that have been assumed by the Company and its subsidiaries in connection with merger, consolidation or other acquisition transactions (the “Assumed Stock Option Plans”). As of December 31, 2003, 22,109,241 common shares of the Company were issuable upon the exercise of outstanding options under the Assumed Stock Option Plans. The weighted average exercise price of such outstanding options is $25.52 per common share. No additional options may be granted under the Assumed Stock Option Plans.

ITEM 13. Certain Relationships and Related Transactions

The Company and its subsidiaries paid the law firm of Ogilvy Renault, of which Mr. Fortier is a senior partner and Co-Chairman, fees for legal services with respect to several matters in 2003 and 2004 and are expected to continue to pay fees for legal services in 2005.

The Company and its subsidiaries paid the law firm of Piper Rudnick LLP, of which Mr. Blanchard is a partner, fees for legal services with respect to several matters in 2003 and 2004 and are expected to continue to pay fees for legal services in 2005.

The Company and its subsidiaries paid the law firm of McCarthy Tétrault LLP fees for legal services in 2003 and 2004. In May 2004, Mr. Manley became a senior counsel of the law firm of McCarthy Tétrault LLP, serving as an independent consultant but not a partner. McCarthy Tétrault LLP represents a former executive of Nortel Networks in connection with matters related to his former association with Nortel Networks, including certain civil proceedings commenced in 2001, the fees for which are being paid by the Company pursuant to indemnification provisions of applicable law.

Indebtedness of management

The Company provides relocation assistance to employees who are requested to relocate that is designed to minimize the financial exposure to employees as a result of the move. In the past, the assistance has included housing loans, advances on real estate equity, and payments on behalf of employees of direct costs associated with the move. The assistance offered is specific to each employee and is structured to be competitive in the area to which the employee is relocated, subject

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