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                                                                    EXHIBIT 4.76

                                                                  CONFORMED COPY

[CLIFFORD CHANCE LOGO]

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                  UNDERTAKING FOR THE CREATION OF A PLEDGE OVER
                        CLAIMS OF MARCONI HOLDING S.P.A.

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                                     INDICE

<TABLE>
<CAPTION>
ARTICOLO                                                                                                 PAGINA
<S>                                                                                                      <C>
1.     Recitals And Definitions.......................................................................      6

2.     Creation Of A Pledge Over Claims...............................................................      8

3.     Secured Obligations............................................................................      9

4.     Validity Of The Security.......................................................................     10

5.     Collection Of The Claims To Be Pledged.........................................................     10

6.     Assignment, Transfer Or Amendments.............................................................     11

7.     Pledgor's Undertakings.........................................................................     12

8.     Enforcement Of The Pledge......................................................................     13

9.     Security Trustee...............................................................................     13

10.    Release Of The Pledge..........................................................................     13

11.    Notification Of Counterparties.................................................................     14

12.    Election Of Domicile And Notice................................................................     14

13.    Miscellaneous..................................................................................     15

14.    Governing Law And Jurisdiction.................................................................     15

15.    Expenses, Cost And Taxes.......................................................................     16

Schedule A1...........................................................................................     18

Schedule A2...........................................................................................     21

Schedule B............................................................................................     24

Schedule C............................................................................................     25

Schedule D............................................................................................     30

Schedule E............................................................................................     31

Schedule F............................................................................................     33
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                UNDERTAKING TO CONSTITUTE OF A PLEDGE OVER CLAIMS

By this Agreement,

                                     BETWEEN

(1)      Marconi Holdings S.p.A. (the "PLEDGOR"), a company incorporated in
         Italy, with registered office at Genova, via Ambrogio Negrone, 1, with
         share capital equal to (euro)26,248,560.00, registered under No./Tax
         Code 00891140154 of the Companies' Register of Genova, represented,
         severally, by Mary Angela Skelly, born in London, UK, on 11 January
         1961; Kevin David Smith, born in Birmingham, UK, on 13 July 1962; Craig
         George Donaldson, born in Dunfermline, Scotland, on 30 July 1969;
         Thomas Charles Ryley Shepherd, born in Hereford, UK, on 8 August 1967;
         William Edwin Johnson, born in Poole, UK, on 31 July 1969; Christopher
         Charles Holden, born in Leeds, UK, on 12 November 1948, duly authorised
         by virtue of a power of attorney executed on 15 May 2003

                                       AND

(2)      The Law Debenture Trust Corporation p.l.c. (the "SECURITY TRUSTEE"), a
         company incorporated in England and Wales, with registered office at
         Fifth Floor, 100 Wood Street, London EC2V 7EX, England, with share
         capital equal to L5,000,000, registered under No. 01675231 of the
         Companies' Register of England and Wales, Tax code 374/1167019320/A,
         which participates in the execution of this Agreement on its own behalf
         as Secured Creditor and also as common representative (mandatario con
         rappresentanza) in the name and on behalf of the other Secured
         Creditors (as defined below) pursuant to the power conferred on it
         under Clause 6.5 (Declaration of Trust and Appointment as Administrator
         (Italy)) of the Security Trust and Intercreditor Deed (as defined
         below), represented by Richard David Rance, born in Amersham on 30
         September 1955, duly authorised by virtue of a resolution of the board
         of directors of the Security Trustee dated 30 August 2002;

                                     WHEREAS

(A)      Law Debenture Trust Company of New York, as "Senior Note Trustee" and,
         among others, Marconi Corporation plc as "Issuer", executed on or about
         19 May 2003 an indenture denominated "Senior Note Indenture" (this
         indenture, as from time to time amended, will be referred to below as
         the "SENIOR NOTE INDENTURE"), under which Marconi Corporation plc
         issued or will issue euro or US dollar 717,139,584 notes (these notes
         will be referred to below as the "SENIOR NOTES"). Schedule A1 to this
         Agreement contains a table summarising the main financial terms of the
         Senior Note Indenture.

(B)      JPMorgan Chase Bank, as "Junior Note Trustee" and, among others,
         Marconi Corporation plc as "Issuer" executed on or about 19 May 2003 an
         indenture denominated "Junior Note Indenture" (this indenture, as from
         time to time amended, will be referred to below as the "JUNIOR NOTE
         INDENTURE"), under which Marconi Corporation plc issued or will issue
         US dollar 486,881,472 notes (these notes will be referred to below as
         the "JUNIOR NOTES"). Schedule A2 to this Agreement contains a table
         summarising the main financial terms of the Junior Note Indenture.

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(C)      HSBC Bank plc. as "Agent" and "Security Trustee" and certain financial
         institutions as "Banks" have made available to Marconi Bonding Limited
         as "Applicant" a committed multicurrency revolving facility for the
         issue of bonds in an aggregate amount equal to L50,000,000
         pursuant to a facility agreement executed on 27 March 2003 (the "NEW
         BONDING FACILITY AGREEMENT") between HSBC Bank p.l.c., the financial
         institutions defined in that agreement as "Banks" and as "Issuing
         Banks" (together the "BONDING FINANCE PARTIES"), Marconi Bonding
         Limited as "Applicant", Marconi Corporation plc. as "Company" and
         certain other companies of the Marconi Group (as defined below) as
         "Indemnifying Companies" (together the "BONDING OBLIGORS").

(D)      The New Bonding Facility Agreement has been made available for the
         purpose of supporting the obligations owed by the Bonding Obligors to
         third parties where such obligations are incurred in the ordinary
         course of the Marconi Group's trade or business but not for the purpose
         of supporting any obligation of the members of the Marconi Group under
         the Indentures (as defined below).

(E)      Under the New Bonding Facility Agreement, the Pledgor undertakes to
         indemnify the relevant Issuing Bank (as defined therein) against any
         cost, loss or liability incurred by that Issuing Bank in acting as the
         Issuing Bank under any Bond (as defined in the New Bonding Facility
         Agreement) granted in favour of the Pledgor.

(F)      Schedule B, Part I, to this Agreement contains the list of the New
         Bonding Facility Banks and the New Bonding Facility Agent to the New
         Bonding Facility Agreement. Schedule B, Part II, to this Agreement
         contains a table summarising the main financial terms of the New
         Bonding Facility Agreement.

(G)      The Notes (as defined below) have been issued under the terms of the
         Indentures, as described in Schedules A1 and A2, and the New Bonding
         Facility Agreement has been granted subject to, among other things, the
         granting of the pledge over claims under this Agreement.

(H)      Each of the companies listed under Schedule C, Part I, of this
         Agreement as "Guarantors" (and among them the Pledgor) have guaranteed,
         by executing on or about 19 May 2003 a guarantee denominated the Senior
         Note Guarantee (the "SENIOR GUARANTEE") the obligations of the Issuer
         under the Senior Note Indenture and the Senior Notes.

(I)      Each of the companies listed under Schedule C, Part I, of this
         Agreement as "Guarantors" (and among them the Pledgor) have guaranteed
         by executing on or about 19 May 2003 a guarantee denominated the Junior
         Note Guarantee (the "JUNIOR GUARANTEE") the obligations of the Issuer
         under the Junior Note Indenture and the Junior Notes.

(J)      Each of the companies listed under Schedule C, Part II, of this
         Agreement as "Guarantors" (and among them the Pledgor) have guaranteed
         by executing on or about 19 May 2003 a guarantee denominated the
         Composite Guarantee (the "COMPOSITE GUARANTEE" and, together with the
         Senior Guarantee and the Junior Guarantee, collectively the
         "GUARANTEES"), among other things, certain obligations under the New

                                     - 4 -

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         Bonding Facility Agreement, the Security Trust and Intercreditor Deed,
         as defined below, and any Security Documents.

(K)      The aggregate of the obligations of the Pledgor as guarantor under the
         Guarantees are limited under the Security Trust and Intercreditor Deed
         to the higher of:

         (1)      an amount corresponding to the Net Worth (as defined below) of
                  the Pledgor, as resulting from its last approved financial
                  statements at the time it executes or accedes to the
                  Guarantees; and

         (2)      an amount corresponding to the Net Worth (as defined below) of
                  the Pledgor, as resulting from its most recent approved
                  financial statements at that time the Gurantees are enforced.

         "NET WORTH" means, for the purposes of this clause, the total value of
         the "Patrimonio Netto" of the Pledgor pursuant to the definition of
         Article 2424 of the Italian Civil Code.

(L)      Marconi Corporation plc and, among others, The Law Debenture Trust
         Corporation plc, executed on or about 19 May 2003 an agreement
         denominated "Escrow Agreement", under which Marconi Corporation plc has
         established certain escrow accounts which HSBC Bank plc as "Escrow
         Bank" for the deposit of certain amounts in order to fund the mandatory
         redemption of some or all of the Notes (as defined below) and to
         satisfy certain obligations on the Existing Performance Bond as defined
         in the Escrow Agreement

(M)      The Law Debenture Trust Corporation p.l.c. as "Security Trustee", Law
         Debenture Trust Company of New York as "Senior Note Trustee", JPMorgan
         Chase Bank as "Junior Note Trustee", Marconi Corporation plc. as
         "Issuer" and, among others, the Pledgor as "Guarantor", executed on or
         about 19 May 2003 a security trust and intercreditor deed to regulate,
         among other things, the ranking of secured liabilities, the powers of
         the Security Trustee, and the enforcement of the security interests
         (the "SECURITY TRUST AND INTERCREDITOR DEED").

(N)      The Security Trust and Intercreditor Deed, the New Bonding Facility
         Agreement, and the Guarantees will be referred to below as the "SECURED
         CONTRACTS".

(O)      The Pledgor operates as a holding company in the Marconi Group; in
         particular, the Pledgor coordinates (by selling and acquiring interests
         therein "SALE AND PURCHASE OF INTERESTS") and finances (by extending
         intercompany loans the "INTERCOMPANY LOANS") the Marconi companies in
         which it participates. The Pledgor further sells or purchases
         intellectual property rights "SALE AND PURCHASE OF IP RIGHTS".

(P)      In relation to the above, the Pledgor intends to undertake to grant in
         pledge, in accordance with the terms and conditions described below all
         future claims arising from the Intercompany Loans, the Sale and
         Purchase of Interests as well as from the Sale and Purchase of IP
         Rights.

THIS BEING AGREED, it is hereby agreed as follows:

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1.       RECITALS AND DEFINITIONS

1.1      The Recitals and Schedules are an integral and substantial part of this
         Agreement.

1.2      The terms defined in the Security Trust and Intercreditor Deed have the
         same meaning where used capitalised in this Agreement, unless otherwise
         agreed or specified or the context otherwise requires.

1.3      Headings in this Agreement are for ease of reference only and do not
         affect its interpretation.

1.4      Unless the context requires otherwise, every reference in this
         Agreement to an Article, Paragraph pr Schedule will refer to an
         article, paragraph or schedule to or of this Agreement.

1.5      Notwithstanding any provision to the contrary contained herein, the
         parties agree that this Agreement is subject in all respects to the
         terms of the Security Trust and Intercreditor Deed and for the
         avoidance of doubt, in the event of any inconsistency, the provisions
         of the Security Trust and Intercreditor Deed shall prevail, subject
         however to the application of the mandatory provisions of Italian law.

1.6      The parties hereto each acknowledge that the Security Trustee, when
         acting hereunder, shall be acting in accordance with and subject to the
         terms of the Security Trust and Intercreditor Deed.

1.7      In this Agreements the term:

         1.7.1    "BONDING FACILITY ENFORCEMENT EVENT" shall mean the occurrence
                  of both of the following circumstances:

                  (a)      an acceleration of any Secured Obligations arising
                           under the New Bonding Facility Agreement or any
                           declaration that any Secured Obligations arising
                           under the New Bonding Facility Agreement are
                           prematurely due and payable (other than solely as a
                           result of it becoming unlawful for a Secured Creditor
                           to perform its obligations under the New Bonding
                           Facility Agreement) or any failure by any Obligor to
                           pay any principal amount in respect of any Secured
                           Obligations arising under the New Bonding Facility
                           Agreement whether on maturity or otherwise; and

                  (b)      the Security Trustee, in accordance with the terms of
                           the Security Trust and Intercreditor Deed having
                           taken any step or steps to enforce this Agreement
                           following the occurrence of an Enforcement Event;

         1.7.2    "BUSINESS DAY" means a day (other than Saturday or Sunday) on
                  which commercial banks are open for general business in
                  London, New York and Milan;

         1.7.3    "COUNTERPARTY" means any debtor of the Pledgor in relation to
                  claims related to (i) the Purchase and Sale of Interests and
                  (ii) the Intercompany Loans, as well as from the Sale and
                  Purchase of IP Rights;

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         1.7.4    "ENFORCEMENT EVENT" means the acceleration of any Secured
                  Obligations (other than Secured Obligations arising under the
                  New Bonding Facility Agreement) or any declaration that any
                  Secured Obligations (other than Secured Obligations arising
                  under the New Bonding Facility Agreement) are prematurely due
                  and payable (other than solely as a result of it becoming
                  unlawful for a Secured Creditor to perform its obligations
                  under the Secured Contracts) or any failure by any Obligor to
                  pay any principal amount in respect of any Secured Obligations
                  (other than Secured Obligations arising under the New Bonding
                  Facility Agreement) whether on maturity or otherwise;

         1.7.5    "EVENT OF DEFAULT" has the meaning given to such term in the
                  Security Trust and Intercreditor Deeed;

         1.7.6    "INSOLVENCY EVENT OF DEFAULT" means any Insolvency Event which
                  is also an Event of Default;

         1.7.7    "INDENTURES" means the Senior Note Indenture and the Junior
                  Note Indenture collectively and "INDENTURE" means either of
                  them;

         1.7.8    "INSOLVENCY EVENT" means any event or circumstance specified
                  as such under the Security Trust and Intercreditor Deed;

         1.7.9    "INTERCOMPANY LOAN" means any current or future loan extended
                  by the Pledgor to companies of the Marconi Group;

         1.7.10   "ITALIAN CIVIL CODE" means the Italian civil code, as approved
                  by Royal Decree no. 262 of 16 March 1942, as subsequently
                  amended and supplemented;

         1.7.11   "MARCONI GROUP" means Marconi Corporation plc and all of its
                  direct or indirect subsidiaries;

         1.7.12   "NOTE TRUSTEES" means the Senior Note Trustee and the Junior
                  Note Trustee collectively, and "Note Trustee" means either of
                  them;

         1.7.13   "NOTES" means the Senior Notes and the Junior Notes,
                  collectively;

         1.7.14   "OBLIGOR" means each of the Issuer and the Guarantors as
                  defined in the Security Trust and Intercreditor Deed;

         1.7.15   "SALE AND PURCHASE OF INTERESTS" has the meaning given to it
                  in Recital O;

         1.7.16   "SALE AND PURCHASE OF IP RIGHTS" has the meaning given to it
                  in Recital O;

         1.7.17   "SECURED CREDITORS" means The Law Debenture Trust Corporation
                  p.l.c. with registered office at Fifth Floor, 100 Wood Street,
                  London EC2V 7EX, England, in its capacity as Security Trustee;
                  any Receiver or Delegate; The Bank of New York with registered
                  office at One Wall Street, New York, New York, 10286, USA, in
                  its capacity as Depositary, as Senior Noteholder (as defined
                  in the Senior Guarantee) (for such time as it is the holder of
                  the Global Senior Notes, as such term is defined in the Senior
                  Note Indenture), as Junior Noteholders (as defined in the
                  Junior Guarantee) (for such time as it is the holder of the
                  Global

                                     - 7 -

<PAGE>

                  Junior Notes, as such term is defined in the Junior Note
                  Indenture), as the Paying Agent and as the Registrar; Law
                  Debenture Trust Company of New York with registered office at
                  767 Third Avenue, 31st Floor, New York, New York, 10017, USA,
                  in its capacity as the Senior Note Trustee (for itself and as
                  trustee for the holders of the Senior Notes); JPMorgan Chase
                  Bank acting through on office at Trinity Tower, 9 Thomas More
                  Street, London E1W 1YT, in its capacity as the Junior Note
                  Trustee (for itself and as trustee for the holders of the
                  Junior Notes); HSBC Bank plc, with registered office at City
                  Corporate Banking Centre, 27-32 Poultry, London EC2P 2BX,
                  England, in its capacity as Escrow Bank; the New Bonding
                  Facility Agent and each of the New Bonding Facility Banks (as
                  defined in the Security Trust and Intercreditor Deed and as
                  set forth in Schedule B Part 1); and their assignees
                  ("cessionari") and/or successors ("successori") whether
                  universal ("a titolo universale") or singular ("a titolo
                  particolare");

         1.7.18   "SECURED OBLIGATIONS" has the meaning specified in Article 3;

         1.7.19   "SECURITY" means any security granted by the Pledgor, as of
                  the date of this Agreement, in favour of the Secured Creditors
                  or some of them in relation to the Secured Contracts; and

         1.7.20   "SECURITY TRUSTEE" means The Law Debenture Trust Corporation
                  p.l.c. (and any entity Delegate pursuant to Clause 16
                  (Delegation and additional Security Trustee) of the Security
                  Trust and Intercreditor Deed), appointed by the Secured
                  Creditors pursuant to the Security Trust and Intercreditor
                  Deed, to act as common representative ("mandatario con
                  rappresentanza") for the purpose of entering into this
                  Agreement on their behalf and undertaking any other actions
                  and exercising any right, remedy, power and discretion in
                  relation to the creation, perfection, maintenance, enforcement
                  and release of the security created under this Agreement.

2.       CREATION OF A PLEDGE OVER CLAIMS

2.1      The Pledgor undertakes to grant in pledge, jointly and on a
         pro-indiviso basis in favour of the Secured Creditors, as security for
         the Secured Obligations (as defined in Article 3 below), in accordance
         with Paragraph 7.1.3 below future claims arising from:

         (a)      any Intercompany Loan, provided that the aggregate of such
                  claims exceeds the amount of L20,000,000 at each time
                  the declaration referred to in Paragraph 7.1.3. is sent;

         (b)      the Sale and Purchase of Interests, as well as from

         (c)      the Sale and Purchase of IP Rights,

         under the terms and conditions set out in Paragraph 7.1.3 and 11 below,
         jointly and on a pro-indiviso basis in favour of the Secured Creditors
         as security for the Secured Obligations (as defined in Article 3)
         including without limitation:

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         2.1.1    all the claims of the Pledgor including any other present or
                  future claims of the Pledgor for reimbursement, restitution,
                  compensation and indemnities arising from the Intercompany
                  Loans and the Sale and Purchase of Interests; and

         2.1.2    any claims present or future of the Pledgor arising out of the
                  guarantees granted in relation to the Intercompany Loans and
                  the Sale and Purchase of Interests;

         2.1.3    any claims present or future of the Pledgor arising out of the
                  Sale and Purchase of IP Rights.

2.2      Any future claims which the Pledgor hereby undertakes to grant in
         pledge, under this Agreement will be referred to below as the "CLAIMS
         TO BE PLEDGED".

3.       SECURED OBLIGATIONS

3.1      The pledge which will be created in accordance with this Agreement will
         jointly secure, for their entire value, and without there being any
         requirement to previously request payment from, or enforce any other
         security against (senza beneficio della preventiva escussione) the
         Pledgor as a guarantor under the Guarantees, all rights and claims,
         existing and future, of the Secured Creditors vis-a-vis the Pledgor
         under the Secured Contracts.

3.2      Notwithstanding Paragraph 3.1 above, it is understood that:

         3.2.1    in respect of Secured Obligations owed by the Pledgor in its
                  capacity as guarantor (i.e. as person guaranteeing third
                  parties' obligations or committing itself to perform third
                  parties' obligations or covenanting to pay third parties'
                  obligations) under any and all of the Secured Contracts, the
                  aggregate amount of such Secured Obligations under any and all
                  Security will be subject to the limitation applied to the
                  Guaranteed Obligations in the Security Trust and Intercreditor
                  Deed as indicated in Recital (K) above; and

         3.2.2    in respect of any Secured Obligation owed by the Pledgor other
                  than in its capacity as guarantor (as detailed in Paragraph
                  3.2.1 above), the aggregate amount of such Secured Obligations
                  under any and all Security will not be subject to any
                  limitation.

3.3      It is understood that any parallel debt obligation, covenant to pay
         obligation or commitment or perform obligation of the Pledgor
         (including, by the way of example, the obligations under Clauses 3.1,
         6.3 and 8.4 of the Security Trust and Intercreditor Deed) are subject
         to the same limitations indicated in Paragraph 3.2 above in connection
         with the nature of the obligations they refer to; that is,

         3.3.1    if the parallel debt obligation, covenant to pay obligation or
                  commitment to perform obligation refers to Secured Obligations
                  owed by the Pledgor in his capacity as guarantor as detailed
                  in Paragraph 3.2.1 above, the limitations indicated in
                  Paragraph 3.2.1 shall apply; and

         3.3.2    if the parallel debt obligation, covenant to pay obligation or
                  commitment to perform obligation refers to Secured Obligations
                  owed by the Pledgor other

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                  than in his capacity as guarantor as detailed in Paragraph
                  3.2.1 above, the limitations indicated in Paragraph 3.2.1
                  shall not apply.

3.4      The pledge which will be created in accordance with this Agreement will
         also secure, equally ("in pari grado") with the other claims referred
         to in this Article, any credit of the Secured Creditors vis-a-vis the
         Pledgor arising under the Secured Contracts as a consequence of the
         provision of any facilities to be granted by the Secured Creditors in
         excess of those already provided under the Secured Contracts, or after
         their maturity as originally provided in the Secured Contracts, or
         after notice of termination of these contractual relationships.

3.5      The claims which are secured by the pledge created by this Agreement
         are referred to as the "SECURED OBLIGATIONS".

4.       VALIDITY OF THE SECURITY

4.1      The pledge which will be created in accordance with this Agreement will
         remain in force in its entirety notwithstanding any partial repayment
         or satisfaction of the Secured Obligations, until the Secured
         Obligations are satisfied in full, and, unless previously released
         pursuant to Article 10, until the relative payments made by the
         Pledgor, if any, are: (i) not capable of being declared null or
         voidable, or (ii) no longer subject to being declared unenforceable,
         ineffective or reduced as a consequence of bankruptcy claw-back
         ("revocatoria fallimentare") as the relevant hardening periods provided
         for under Article 65 or 67 of the Italian Bankruptcy Law (R.D., 16
         March 1942, No. 267) have expired.

4.2      The pledge which will be created in accordance with this Agreement will
         be in addition to any other security or guarantee of which the Security
         Trustee may or will have the benefit now or in the future in respect of
         all or some of the Secured Obligations.

4.3      The pledge which will be created by this Agreement will remain in full
         force and effect notwithstanding any subsequent amendments to the
         Secured Contracts or to the Secured Obligations, including, for
         example, any extension of the terms of repayment, partial or total
         assignment or transfer of the Secured Contracts or of the Secured
         Obligations, or any other amendments to the terms and conditions
         applicable under the Secured Contracts or under the Secured
         Obligations.

5.       COLLECTION OF THE CLAIMS TO BE PLEDGED

5.1      The Pledgor must use its best efforts to cause that any amount paid in
         performance of the Claims to be Pledged by the relevant Counterparties
         to be paid in favour of the Pledgor to the bank accounts listed in
         Schedule D, subject to the provisions of the following paragraph.

5.2      The Security Trust may upon the occurrence of an Insolvency Event of
         Default and shall if so instructed pursuant to the Security Trust and
         Intercredtitor Deed at any time after the occurrence of any Event of
         Default which is continuing, demand that any amount payable by any
         Counterparty to the Pledgor in connection with the Claims to be Pledged
         shall be paid to the Security Trustee on behalf of the Secured
         Creditors. To this purpose, the Security Trustee is hereby authorised
         to communicate to the Counterparties the

                                     - 10 -

<PAGE>

         occurrence of such an event or circumstance and to instruct the
         Counterparties to pay any amount due from thence onwards with regard to
         the Claims to be Pledged in accordance with the instructions given by
         the Security Trustee.

5.3      The Pledgor accepts that the payments of the Claims to be Pledged made
         by the Counterparties in compliance with the instructions received by
         the Security Trustee, as provided in Paragraph 5.2 above, release each
         Counterparty from its obligations vis-a-vis the Pledgor.

5.4      Upon receiving instructions pursuant to the Security Trust and
         Intercreditor Deed, the Security Trustee will notify the Pledgor of the
         occurrence of any event or circumstance which constitutes an Event of
         Default or an Insolvency Event and which gives the Security Trustee the
         right to receive the payments from any debtor pursuant to Paragraph 5.2
         above.

6.       ASSIGNMENT, TRANSFER OR AMENDMENTS

6.1      The Security Trustee may assign and transfer all or any of its rights
         and obligations under the pledge which will be created in accordance
         with this Agreement in accordance with the Security Trust and
         Intercreditor Deed. The Security Trustee shall be entitled to disclose
         such information concerning the Pledgor and this Agreement as the
         Security Trustee considers appropriate to any actual or proposed direct
         or indirect successor or to any person to whom information may be
         required to be disclosed by any applicable law.

6.2      To the extent permitted under the Security Trust and Intercreditor Deed
         any assignment or transfer of the Secured Contracts or of the Secured
         Obligations will be and take effect as an assignment or transfer of the
         contract ("cessione del contratto") and/or the assignment or transfer
         of the rights under the contract ("cessione del credito"), as the case
         may be, without novative effect ("efficacia novativa") on the contract
         themselves or on the Secured Obligations existing at the time the
         assignment or transfer is perfected.

6.3      Without prejudice to the paragraphs above and to Article 7 below, the
         Pledgor confirms and accepts that the pledge which will be created in
         accordance with this Agreement will remain in full force and effect and
         will be binding on the Pledgor, its successors and assignees even after
         any change in all or any of the Secured Contracts or in all or any of
         the Secured Obligations - to the extent such changes are made in
         compliance with the provisions of the Secured Contracts (including,
         without limitation, the extension of the facilities; the postponement
         of the terms of reimbursement of the outstanding amounts; or the
         accession to any of the Secured Contracts of any additional obligor),
         and to this purpose the Pledgor expressly agrees to the continuation of
         the pledge to be created under this Agreement, in case of changes in
         all or any of the Secured Contracts or in all or any of the Secured
         Obligations (including by way of novation of all or any of the Secured
         Contracts under English law).

6.4      After the notification to the Counterparties provided in Article 12 of
         this Agreement, the Pledgor authorises the Security Trustee to notify
         each of the Counterparties of the Claims to be Pledged of the transfer
         of the rights of the Secured Creditors in relation to any of the
         Secured Contracts, and consequently, of the security rights related to
         such claims.

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<PAGE>

6.5      Any reasonable and documented cost incurred as a result of transfer or
         assignments of the rights arising under this Article 6, are for the
         account of the Pledgor.

7.       PLEDGOR'S UNDERTAKINGS

7.1      The Pledgor must:

         7.1.1    procure that all Counterparties make their payments with
                  regard to the Claims to be Pledged only and exclusively on the
                  bank accounts listed under the attached Schedule D or,
                  alternatively, if a payment related to the Claims to be
                  Pledged is paid to a bank account other than one of the bank
                  accounts listed in Schedule D, the Pledgor must promptly pay
                  an equal amount to the bank accounts indicated in Schedule D;

         7.1.2    from time to time and at any time, promptly and at its own
                  expense enter into and execute any further documents and deeds
                  and undertake all further actions (including making all
                  fillings and registrations) which are necessary and requested
                  by the Security Trustee in order to create, perfect, protect
                  and maintain the effectiveness of the pledge created in
                  accordance with this Agreement or for the exercise of all
                  rights, powers and remedies of the Security Trustee provided
                  by or pursuant to this Agreement or by law and/or to
                  facilitate the realisation of the Claims to be Pledged. For
                  the avoidance of doubt, the undertaking in this Clause 7.1.2
                  shall include an undertaking by the Pledgor to enter into and
                  execute any deeds of confirmation under Article 1232 of the
                  Italian Civil Code which may be requested by the Security
                  Trustee upon a change in all of the Secured Contracts or a
                  change in all of the Secured Obligations;

         7.1.3    send to the Security Trustee, within 10 (ten) Business Days
                  from (i) the execution of any Intercompany Loan (provided that
                  the aggregate amount of the loans extended under the
                  Intercompany Loans existing at that time exceeds
                  L20,000,000) (ii) the execution of any Sale and Purchase
                  of Interests, (iii) the execution of any Sale and Purchase of
                  IP Rights, by an instrument bearing a data certain ("data
                  certa"), a declaration in the form set out in Schedule E of
                  this Agreement. Attached to the declaration the Pledgor must
                  also send:

                  (a)      a list of all the Intercompany Loans, Sales and
                           Purchases of Interests and Sale and Purchase of IP
                           Rights indicating the name of each Counterparty,
                           their legal seats and the amounts due;

                  (b)      copies of the documentary evidence of the claims
                           under paragraph 7.1.3 (a) above;

         7.1.4    except as not expressly prohibited under the terms of the
                  Indentures, not:

                  (a)      create or permit to arise any mortgage, charge or
                           lien or other security interest on the Claims to be
                           Pledged or any interest in or part of the Claims to
                           be Pledged; or

                                     - 12 -

<PAGE>

                  (b)      sell or attempt to sell or otherwise dispose of the
                           Claims to be Pledged or any interest in or part of
                           the Claims to be Pledged.

7.2      The costs arising as a result of the above-mentioned obligations will
         be borne by the Pledgor.

8.       ENFORCEMENT OF THE PLEDGE

8.1      The Pledgor accepts that at any time after the occurrence of an
         Enforcement Event or of a Bonding Facility Enforcement Event and the
         Security Trustee (acting on instructions received pursuant to the terms
         of the Security Trust and Intercreditor Deed giving notice to the
         Issuer thereof, the Security Trustee is authorised, in its absolute
         discretion, upon the terms and conditions set out under Article 10
         ("Action and Enforcement Action") of the Security Trust and
         Intercreditor Deed, to have the Claims to be Pledged sold or assigned
         in payment, including through an authorised third party, pursuant to
         the last paragraph of Article 2797 of the Italian Civil Code and/or to
         Article 553 of the Italian Code of Civil Procedure. The Pledgor must be
         notified of the terms and conditions of such transfer or sale.

8.2      The above is without prejudice to any other form of enforcement of the
         pledge or transfer of the credits as provided for by law, including,
         without limitation, the possibility to offset the Secured Obligations
         which have become due against the proceeds of the Claims to be Pledged
         (due and payable) which are directly collected by the Security Trustee
         under Paragraph 5.2 above, pursuant to Article 2803 of the Italian
         Civil Code.

8.3      For the purpose of the above the Pledgor accepts that the Security
         Trustee may represent each of the Secured Creditors with respect to any
         formalities relating to the enforcement of the pledge and transfer of
         the Claims to be Pledged.

8.4      The Pledgor shall provide the Security Trustee, when the Security
         Trustee is authorised upon the terms and conditions set out under
         Clause 10 ("Enforcement Action") of the Security Trust and
         Intercreditor Deed to enforce the pledge, with all the evidentiary
         documentation relating to the Claims to be Pledged which is
         instrumental to enforce the pledge created by this Agreement.

9.       SECURITY TRUSTEE

         The Pledgor acknowledges that The Law Debenture Trust Corporation
         p.l.c., as Security Trustee, is appointed as "mandatario con
         rappresentanza" under Clause 6.5 (Declaration of Trust and Appointment
         as Administrator (Italy)) of the Security Trust and Intercreditor Deed.

10.      RELEASE OF THE PLEDGE

10.1     Upon full and complete satisfaction of the Secured Obligations, upon
         expiry of any hardening period which may be applicable to the relevant
         payments (as provided above under Paragraph 4.1), or if previously, at
         the occurrence of the circumstances as specified in Clause 5.3 (Release
         of Transaction Security on Discharge of Secured Obligations) and 5.4
         (Release of Transaction Security in Connection with Permitted
         Disposals) of the Security Trust and Intercreditor Deed, the pledge to
         be created by, and the obligations

                                     - 13 -

<PAGE>

         under, this Agreement will cease to be in full force and effect, all of
         the rights attached to the Claims to be Pledged will return to the
         Pledgor, and, at the request and cost of the Pledgor, the Security
         Trustee will (in accordance with the terms and subject to the
         conditions and circumstances set out in the Security Trust and
         Intercreditor Deed and without recourse to, or any representation or
         warranty by, the Security Trustee or any of its nominees) consent to
         the release of the pledge to be created under this Agreement and will
         return all evidentiary documents of the Claims to be Pledged received
         by the Pledgor, provided that at the occurrence of the circumstances
         specified in Clause 5.4 (Release of Transaction Security in Connection
         with Permitted Disposal) of the Security Trust and Intercreditor Deed,
         the pledge to be created by, and the obligations under, this Agreement
         will cease to be in full force and effect only in respect of the Claims
         to be Pledged forming part of the Transaction Security (as defined in
         the Security Trust and Intercreditor Deed) so released pursuant to that
         clause and the Security Trustee's consent to the release of the pledge
         to be created by the Agreement will be limited to the assets so
         released.

11.      NOTIFICATION OF COUNTERPARTIES

11.1     Pursuant to and for the purposes of Article 2800 of the Italian Civil
         Code, the Pledgor shall serve, through a Bailiff of the Court, the
         parties listed as Counterparties of the Claims to be Pledged under the
         list delivered pursuant to Paragraph 7.1.3 above, with a notice
         informing them of the creation of the rights of pledge created by this
         Agreement, if so requested by the Security Trustee. The Security
         Trustee may make such request upon the occurrence of an Insolvency
         Event of Default (or of an Enforcement Event which is continuing) and
         shall make such request if so instructed pursuant to the Security Trust
         and Intercreditor Deed upon or at any time after the occurrence of any
         Event of Default which is continuing. Such notice shall be
         substantially in the same form as set out in the attached Schedule F,
         and shall contain instructions for the Counterparties to make payments
         relative to the Claims to be Pledged to the Security Trustee on behalf
         of the Secured Creditors. The Pledgor shall have to be previously
         notified of the occurrence of an Insolvency Event of Default by the
         Security Trustee. The Pledgor must promptly provide the Security
         Trustee with the service reports ("relate di notifica") referring to
         the above mentioned notices.

11.2     The Security Trustee, should the Pledgor not comply with his
         obligations under Paragraph 11.1 above, has the right to serve all or
         some of the Counterparties, with a notice informing them of the
         creation of the rights of pledge created by this Agreement,
         substantially in the same form as set out in the attached Schedule F.

12.      ELECTION OF DOMICILE AND NOTICE

12.1     For the purpose of this Agreement and of the security rights arising
         under this Agreement, the Pledgor elects domicile at the address
         referred to below. The Pledgor may be sent any communication relating
         to this Agreement and to the pledge rights to be created by this
         Agreement at the elected domicile, including notice of any legal
         proceedings and records of any judicial proceedings related to this
         Agreement and the pledge to be created by this Agreement. Unless
         otherwise agreed upon, any notice or communication to be sent to any of
         the parties to this Agreement shall be made and

                                     - 14 -

<PAGE>

         delivered in accordance with the provisions of the Security Trust and
         Intercreditor Deed.

         If to the PLEDGOR:

         Marconi Holdings S.p.A.
         Via Lodovico Calda 5,
         16153 Genova
         Italy
         Attention: Presidente del Consiglio di Amministrazione
         Telephone: +39/010/6002861
         Fax: +39/010/6002928

         With copy to:

         Mr. Marco Arato
         Bonelli Erede Pappalardo - Studio Legale
         Viale Padre Santo, 5/8
         16122 Genova
         Italy
         Telephone: +39/010/84621
         Fax: +39/010/813849

         If to the SECURITY TRUSTEE:

         Fifth floor
         100 Wood Street
         London EC2V 7EX
         England
         Tel. +44 20 7606 5451
         Fax. +44 20 7696 5261

         To the Attention of: Manager Trust Administration.

13.      MISCELLANEOUS

13.1     No amendment to the provisions of this Agreement, or to the pledge
         created by this Agreement, and no waiver of the rights arising under
         this Agreement, will be effective unless the amendment or waiver is in
         a writing and executed by the Pledgor and by the Security Trustee.

13.2     This Agreement is made in the English language only. However, where an
         Italian translation of a word or phrase appears in the text of this
         Agreement, the Italian translation of the word or phrase prevails.

14.      GOVERNING LAW AND JURISDICTION

14.1     This Agreement and the rights arising under the pledge created by this
         Agreement are governed by Italian law.

                                     - 15 -

<PAGE>

14.2     Unless otherwise provided for by mandatory law, the Court of Milan has
         the exclusive jurisdiction to hear any dispute arising between the
         parties out of this Agreement and the pledge to be created under this
         Agreement. Notwithstanding the foregoing, the right of the Secured
         Creditors to have recourse to any other competent judge pursuant to any
         applicable provision of the law remains unprejudiced.

15.      EXPENSES, COST AND TAXES

15.1     EXPENSES

The Pledgor shall, from time to time and promptly on demand by the Security
Trustee, reimburse to the Security Trustee all costs and expenses (including
legal fees) on a full indemnity basis together with any applicable VAT incurred
by the Security Trustee and any Delegate (provided that in relation to Paragraph
15.1.1 of this Article 15, such costs and expenses must be properly incurred) in
connection with:

         15.1.1   the execution, release and discharge of this Agreement and the
                  Security created or intended to be created in respect of the
                  Claims to be Pledged and the completion of the transactions
                  and perfection of the Security contemplated in this Agreement
                  or in any such documents or forming part of the Security
                  created or intended to be created in respect of the Claims to
                  be Pledged;

         15.1.2   the actual or contemplated exercise, preservation and/or
                  enforcement of any of the rights, powers and remedies of, or
                  the performance of the duties and obligations of, the Security
                  Trustee or any Delegate, or any amendment or waiver in respect
                  of this Agreement;

         15.1.3   the foreclosure of any Claims to be Pledged; and

         15.1.4   the preservation and/or enforcement of the Security created or
                  intended to be created in respect of the Claims to be Pledged,

         which shall carry interest from the date of such demand until so
         reimbursed at the rate and on the basis as mentioned in Clause 18.4
         (Interest on Demands) of the Security Trust and Intercreditor Deed.

15.2     TAXES

         The Pledgor shall pay, promptly on demand of the Security Trustee all
         stamp, registration, notarial and other similar Taxes or fees paid or
         payable by the Security Trustee in connection with any action taken or
         contemplated by or on behalf of the Security Trustee for perfecting,
         enforcing, releasing, cancelling, reassigning or resolving any doubt
         concerning, or for any other purpose in relation to this Agreement any
         amendment thereto, any transfer and/or assignment of the rights and/or
         obligations under the same or the Security created or intended to be
         created in respect of the Claims to be Pledged and shall, from time to
         time, indemnify the Security Trustee promptly on demand against any
         liabilities, costs, claims and expenses resulting from any failure to
         pay by the Pledgor or any delay by any Pledgor in paying any such Taxes
         or fees.

                                     - 16 -

<PAGE>

15.3     This Agreement is subject to registration in "caso d'uso", as provided
         in Law n. 131 of April 26, 1986, as subsequently amended, as it is an
         agreement executed outside the Republic of Italy.

         London, 19 May 2003

         W. JOHNSON

         MARCONI HOLDINGS S.P.A.

         REPRESENTED BY: WILLIAM E. JOHNSON

         R. D. RANCE

         THE LAW DEBENTURE TRUST CORPORATION p.l.c.

         SECURED CREDITOR AND SECURITY TRUSTEE

         REPRESENTED BY: RICHARD DAVID RANCE

                                     - 17 -

<PAGE>

                                   SCHEDULE A1

(Summary of Terms and Conditions of the Senior Note Indenture and the Senior
Notes)

ISSUER:               Marconi Corporation plc

CURRENCY:             US Dollars

NOTIONAL AMOUNT:      US $ 717,139,584

ACCRUED INTEREST:     8 per cent. per annum, payable quarterly in arrears

LEGAL MATURITY DATE:  30 April 2008

DEPOSITORY:           The Bank of New York

ISSUE DATE:           19 May 2003

RATING:               pending

GOVERNING LAW: English

                         DESCRIPTION OF THE SENIOR NOTES

Each series of each tranche of the Senior Notes will initially be represented by
one or more global notes in bearer form without interest coupons attached (each
a "Global Senior Note" and together the "Global Senior Notes"). Title to the
Global Senior Notes will pass by delivery. The holder of any certificate
representing any series of any tranche of Senior Notes, including any Global
Senior Note (the "holder"), is the person that has possession of the
certificate, in the case of a bearer certificate, and the person in whose name
the certificate is registered, in the case of a certificate in registered form.

The Global Senior Notes will be deposited on issue with The Bank of New York, as
depositary (the "Depositary") pursuant to a Deposit Agreement. Under the Deposit
Agreement, the Depositary will issue certificateless depositary interests to The
Depositary Trust Company ("DTC") and certificated depositary interests (and,
together with the certificateless depositary interests, "CDI" or "CDIs") to
Euroclear and/or Clearstream, Luxembourg, which together represent a 100 per
cent. interest in each underlying Global Senior Note. The CDIs will be
registered in the name of Cede & Co., as nominee of DTC (with respect to CDIs
issued to DTC) or the nominee of a common depositary for Euroclear and
Clearstream, Luxembourg (with respect to CDIs issued to Euroclear and/or
Clearstream, Luxembourg). Upon acceptance by DTC, Euroclear and/or Clearstream,
Luxembourg of the CDIs for entry into their respective book-entry settlement
systems, beneficial interests in the CDIs (the "Book-Entry Interests") will be
issued by DTC, Euroclear and/or Clearstream, Luxembourg and traded through their
respective book-entry systems.

The Book-Entry Interests will not be held in definitive form. Book-Entry
Interests will be held by or through persons that have accounts with DTC,
Euroclear and/or Clearstream, Luxembourg (the "direct participants") or persons
that hold interests through direct participants (the "indirect participants"
and, together with direct participants, "participants").

                                     - 18 -

<PAGE>

Ownership of the Book-Entry Interest will be shown on, and the transfer of
ownership will be effected only through, records maintained in book-entry from
by DTC, Euroclear, Clearstream, Luxembourg and their participants. Book-Entry
Interests will be transferable only as units in the same authorized
denominations as the Senior Notes of the series to which they correspond. Unless
any series of the Senior Notes is exchanged in whole or in part for other
securities of the Issuer, or the applicable Global Senior Note is exchanged for
the Senior Notes in definitive register form (the "Definitive Registered
Notes"), the CDIs representing notes of a series held by DTC, Euroclear and/or
Clearstream, Luxembourg may not be transferred except as a whole between DTC,
Euroclear and/or Clearstream, Luxembourg, a nominee of DTC, the nominee of a
common depositary for Euroclear and Clearstream, or their respective successors.

So long as the Depositary or its nominee is the holder of the Global Senior
Note(s) representing the Senior Notes of a series, the Depositary or its nominee
will be considered the sole holder of the Global Senior Note(s) for all purposes
under the Senior Note Indenture. Except in the limited circumstances when
Definitive Registered Notes can be issued, described below, no participant or
other person will be entitled to have the Senior Notes registered in its name,
receive or be entitled to receive physical delivery of Definitive Registered
Notes or be considered the owner or holder of the Senior Notes under the Senior
Note Indenture or the Deposit Agreement. Accordingly, each person owning a
Book-Entry Interest must rely on the procedures of the Depositary and DTC,
Euroclear and/or Clearstream, Luxembourg and, if the person is not a direct
participant in DTC, Euroclear and/or Clearstream, Luxembourg, such person must
rely on the procedure of the direct participant or other securities intermediary
through which the person owns its interest, to exercise any rights and
obligations of a holder under the Senior Note Indenture, the applicable series
of Senior Notes or the Deposit Agreement.

So long as DTC, Euroclear and/or Clearstream, Luxembourg hold the CDIs
representing the Senior Notes, the Book-Entry Interests (and corresponding
Global Senior Notes) will not be exchangeable for Definitive Registered Notes
except if:

         -        DTC, Euroclear or Clearstream, Luxembourg notify the
                  Depositary that it is unwilling or unable to continue to hold
                  the CDI or CDIs, or if at any time DTC is unable to or ceases
                  to be a clearing agency registered under the US Exchange Act,
                  and in either case a successor to DTC is not appointed by the
                  Depositary at the written request of the Issuer within 120
                  days;

         -        The Depositary notifies the Issuer and the Senior Note Trustee
                  that it is unwilling or unable to continue to act as
                  Depositary, and the Issuer is unable to appoint a successor
                  depositary within 120 days;

         -        Upon request of DTC, Euroclear, Clearstream, Luxembourg the
                  Issuer or the Trustee, in the event that a winding up of the
                  Issuer or an Event of Default under the Senior Note Trustee
                  has occurred and is continuing;

         -        Euroclear or Clearstream, Luxembourg is closed for business
                  for a continuous period of 14 days (other than by reason of
                  legal holiday) or announces an intention permanently to cease
                  business; or

                                     - 19 -

<PAGE>

Any Global Senior Note that is exchangeable pursuant to the above shall be
exchangeable for Definitive Registered Notes of the same series bearing interest
at the same rate, having the same date of issuance, the same date or dates from
which such interest shall accrue, the same Interest Payment Dates on which such
interest shall be payable, the same Stated Maturity, redemption provisions,
Relevant Currency and other terms and of different denominations aggregating a
like amount as the Global Senior Note of the series so exchangeable.

                                     - 20 -

<PAGE>

                                   SCHEDULE A2

(Summary of Terms and Conditions of the Junior Note Indenture and the Junior
Notes)

ISSUER:              Marconi Corporation plc

CURRENCY:            US Dollars

NOTIONAL AMOUNT:     USD $ 486,881,472

ACCRUED INTEREST:    10 per cent. per annum, or 12 per cent. if the Issuer
                     elects to pay interest in the form of PIK notes

LEGAL MATURITY DATE: 31 October 2008

DEPOSITORY:          The Bank of New York

ISSUE DATE:          19 May 2003

RATING:              Pending

GOVERNING LAW: English

                         DESCRIPTION OF THE JUNIOR NOTES

Each series of each tranche of the Junior Notes will initially be represented by
one or more global notes in bearer form without interest coupons attached (each
a "Global Junior Note" and together the "Global Junior Notes"). Title to the
Global Junior Notes will pass by delivery. The holder of any certificate
representing any series of any tranche of Junior Notes, including any Global
Junior Note (the "holder"), is the person that has possession of the
certificate, in the case of a bearer certificate, and the person in whose name
the certificate is registered, in the case of a certificate in registered form.

The Global Junior Notes will be deposited on issue with The Bank of New York, as
depositary (the "Depositary") pursuant to a Deposit Agreement. Under the Deposit
Agreement, the Depositary will issue to The Depositary Trust Company ("DTC")
certificateless depositary interests and certificated depositary interests (and,
together with the certificateless depositary interests, the "CDI" or "CDIs") to
Euroclear and/or Clearstream, Luxembourg CDIs, which together represent a 100
per cent. interest in each underlying Global Junior Note. The CDIs will be
registered in the name of Cede & Co., as nominee of DTC (with respect to CDIs
issued to DTC) or the nominee of a common depositary for Euroclear and
Clearstream, Luxembourg (with respect to CDIs issued to Euroclear and/or
Clearstream, Luxembourg). Upon acceptance by DTC, Euroclear and/or Clearstream,
Luxembourg of the CDIs for entry into their respective book-entry settlement
systems, beneficial interests in the CDIs (the "Book-Entry Interests") will be
issued by DTC, Euroclear and/or Clearstream, Luxembourg and traded through their
respective book-entry systems.

                                     - 21 -

<PAGE>

The Book-Entry Interests will not be held in definitive form. Book-Entry
Interests will be held by or through persons that have accounts with DTC,
Euroclear and/or Clearstream, Luxembourg (the "direct participants") or persons
that hold interests through direct participants (the "indirect participants"
and, together with direct participants, "participants").

Ownership of the Book-Entry Interest will be shown on, and the transfer of
ownership will be effected only through, records maintained in book-entry from
by DTC, Euroclear, Clearstream, Luxembourg and their participants. Book-Entry
Interests will be transferable only as units in the same authorized
denominations as the Junior Notes of the series to which they correspond. Unless
any series of the Junior Notes is exchanged in whole or in part for other
securities of the Issuer, or the applicable Global Junior Note is exchanged for
the Junior Notes in definitive register form (the "Definitive Registered
Notes"), the CDIs representing notes of a series held by DTC, Euroclear and/or
Clearstream, Luxembourg may not be transferred except as a whole between DTC,
Euroclear and/or Clearstream, Luxembourg, a nominee of DTC, the nominee of a
common depositary for Euroclear and Clearstream, or their respective successors.

So long as the Depositary or its nominee is the holder of the Global Junior
Note(s) representing the Junior Notes of a series, the Depositary or its nominee
will be considered the sole holder of the Global Junior Note(s) for all purposes
under the Junior Note Indenture. Except in the limited circumstances when
Definitive Registered Notes can be issued, described below, no participant or
other person will be entitled to have the Junior Notes registered in its name,
receive or be entitled to receive physical delivery of Definitive Registered
Notes or be considered the owner or holder of the Junior Notes under the Junior
Note Indenture or the Deposit Agreement. Accordingly, each person owning a
Book-Entry Interest must rely on the procedures of the Depositary and DTC,
Euroclear and/or Clearstream, Luxembourg and, if the person is not a direct
participant in DTC,. Euroclear and/or Clearstream, Luxembourg, such person must
rely on the procedure of the direct participant or other securities intermediary
through which the person owns its interest, to exercise any rights and
obligations of a holder under the Junior Note Indenture, the applicable series
of Junior Notes or the Deposit Agreement.

So long as DTC, Euroclear and/or Clearstream, Luxembourg hold the CDIs
representing the Junior Notes, the Book-Entry Interests (and corresponding
Global Junior Notes) will not be exchangeable for Definitive Registered Notes
except if:

         -        DTC, Euroclear or Clearstream, Luxembourg notify the
                  Depositary that it is unwilling or unable to continue to hold
                  the certificateless depositary interest or interests, or if at
                  any time DTC is unable to or ceases to be a clearing agency
                  registered under the US Exchange Act, and in either case a
                  successor to DTC is not appointed by the Depositary at the
                  written request of the Issuer within 120 days;

         -        The Depositary notifies the Issuer and the Junior Note Trustee
                  that it is unwilling or unable to continue to act as
                  Depositary, and the Issuer is unable to appoint a successor
                  depositary within 120 days;

         -        Upon request of DTC, Euroclear, Clearstream, Luxembourg, the
                  Issuer or the Trustee, in the event that a winding up of the
                  Issuer or an Event of Default under the Junior Note Indenture
                  has occurred and is continuing;

                                     - 22 -

<PAGE>

         -        Euroclear or Clearstream, Luxembourg is closed for business
                  for a continuous period of 14 days (other than by reason of
                  legal holiday) or announces an intention permanently to cease
                  business; or

Any Global Junior Note that is exchangeable pursuant to the above shall be
exchangeable for Definitive Registered Notes of the same series bearing interest
at the same rate, having the same date of issuance, the same date or dates from
which such interest shall accrue, the same Interest Payment Dates on which such
interest shall be payable, the same Stated Maturity, redemption provisions,
Relevant Currency and other terms and of different denominations aggregating a
like amount as the Global Junior Note of the series so exchangeable.

                                     - 23 -

<PAGE>

                                   SCHEDULE B

                                     PART I

     (List of the New Bonding Facility Banks and New Bonding Facility Agent)

NEW BONDING FACILITY BANKS

HSBC Bank p.l.c., with registered office at 8 Canada Square, London E14 5HQ.

JPMorgan Chase Bank acting through an office at Trinity Tower, 9 Thomas More
Street, London E1W 1YT

NEW BONDING FACILITY AGENT

HSBC Bank p.l.c., with registered office at 8 Canada Square, London E14 5HQ.

                                     PART II

    (Summary of terms and conditions of the New Bonding Facility Agreements)

FACILITY: Multicurrency revolving facility

MAXIMUM AGGREGATE PRINCIPAL AMOUNTS:(euro)50,000,000

INTEREST RATE: fronting fee of 0.10% per annum plus bonding fee of 0.50% per
annum;

DEFAULT INTEREST: the default interest rate shall be the interest rate equal to
the applicable LIBOR plus 2.0% per annum plus 0.50% per annum plus the
applicable mandatory cost (if any) for successive interest period;

REPAYMENT: the availability period under the New Bonding Facility Agreement will
end on the date which is 18 (eighteen) months after the Effective Date of the
Scheme, provided that such availability period may be extended to a date which
is up to 30 (thirty) months after the Effective Date of the Scheme, but, in each
case, letters of credit which have been made available during such availability
period may continue after the availability period has come to the end. When used
in this Schedule, the terms "Effective Date" and "Scheme" shall have the meaning
given to such terms in the New Bonding Facility Agreement.

                                     - 24 -

<PAGE>

                                   SCHEDULE C

                               LIST OF GUARANTORS

PART I

Marconi Communications Inc.

Marconi Networks Worldwide, Inc.

Marconi Communications Technology, Inc.

Marconi Communications Federal, Inc.

Marconi Acquisition Corp.

Marconi Intellectual Property (Ringfence) Inc.

Marconi Communications Limited, a private limited company incorporated under the
laws of England and Wales

Marconi Communications Optical Networks Limited

Marconi Communications, S.A. de C.V.

Marconi Communications de Mexico, S.A. de C.V.

Marconi Communications Exportel, S.A. de C.V.

Administrativa Marconi Communications, S.A. de C.V.

Marconi Communications BV

Marconi Communications GmbH, a private company incorporated under the laws of
Germany

Metapath Software International Limited

Mobile Systems International Holdings Limited

GPT Special Project Management Limited

Marconi Communications Limited, a private limited company incorporated under the
laws of the Republic of Ireland

Marconi Communications International Limited

Marconi Communications China Limited

Marconi Communications International Investments Limited

Marconi Communications International Holdings Limited

Marconi Communications Investments Limited

Marconi Communications Holdings Limited

                                     - 25 -

<PAGE>

Marconi (Bruton Street) Limited

Marconi (DGP1) Limited

Marconi (DGP2) Limited

Marconi Bonding Limited

Marconi Optical Components Limited

Associated Electrical Industries Limited

English Electric Company Ltd

Marconi (Elliott Automation) Limited

Elliott-Automation Holdings Limited

Marconi Aerospace Unlimited

Marconi UK Intellectual Property Limited

Marconi (NCP) Limited

Highrose Limited

Marconi Inc.

Marconi Holdings, LLC

Marconi Communications North America Inc.

FS Holdings Corp.

FS Finance Corp.

Marconi Software International, Inc.

Metapath Software International (US), Inc.

Metapath Software International, Inc.

Marconi Intellectual Property (US), Inc.

Regents Place, Inc.

Marconi Communications Holdings GmbH

Marconi Communications GmbH, a private company incorporated under the laws of
Switzerland

Marconi Communications Real Estate GmbH

Marconi Holdings S.p.A.

Marconi Communications S.p.A.

                                     - 26 -

<PAGE>

Marconi Sud S.p.A.

Marconi Australia Holdings Pty Limited

Marconi Australia Pty Limited

Marconi Communications Asia Limited

G.E.C. (Hong Kong) Limited

Bruton Street Overseas Investments Limited

PART II

Marconi Communications Inc.

Marconi Networks Worldwide, Inc.

Marconi Communications Technology, Inc.

Marconi Communications Federal, Inc.

Marconi Acquisition Corp.

Marconi Intellectual Property (Ringfence) Inc.

Marconi Communications Limited, a private limited company incorporated under the
laws of England and Wales

Marconi Communications Optical Networks Limited

Marconi Communications, S.A. de C.V.

Marconi Communications de Mexico, S.A. de C.V.

Marconi Communications Exportel, S.A. de C.V.

Administrativa Marconi Communications, S.A. de C.V.

Marconi Communications BV

Marconi Communications GmbH, a private company incorporated under the laws of
Germany

Metapath Software International Limited

Mobile Systems International Holdings Limited

GPT Special Project Management Limited

Marconi Communications Limited, a private limited company incorporated under the
laws of the Republic of Ireland

Marconi Communications International Limited

                                     - 27 -

<PAGE>

Marconi Communications China Limited

Marconi Communications International Investments Limited

Marconi Communications International Holdings Limited

Marconi Communications Investments Limited

Marconi Communications Holdings Limited

Marconi (Bruton Street) Limited

Marconi (DGP1) Limited

Marconi (DGP2) Limited

Marconi Bonding Limited

Marconi Optical Components Limited

Associated Electrical Industries Limited

English Electric Company Ltd

Marconi (Elliott Automation) Limited

Elliott-Automation Holdings Limited

Marconi Aerospace Unlimited

Marconi UK Intellectual Property Limited

Marconi (NCP) Limited
Highrose Limited

Marconi Inc.

Marconi Holdings, LLC

Marconi Communications North America Inc.

Regents Place Inc.

FS Holdings Corp.

FS Finance Corp.

Marconi Software International, Inc.

Metapath Software International (US), Inc.

Metapath Software International, Inc.

Marconi Intellectual Property (US), Inc.

                                     - 28 -

<PAGE>

Regents Place, Inc.

Marconi Communications Holdings GmbH

Marconi Communications GmbH, a private company incorporated under the laws of
Switzerland

Marconi Communications Real Estate GmbH

Marconi Holdings S.p.A.

Marconi Communications S.p.A.

Marconi Sud S.p.A.

Marconi Communications Telemulti Ltda

Marconi Australia Holdings Pty Limited

Marconi Australia Pty Limited

Marconi Communications Asia Limited

G.E.C. (Hong Kong) Limited

Bruton Street Overseas Investments Limited

                                     - 29 -

<PAGE>

                                   SCHEDULE D

                                   (Accounts)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
DEPOSITORY                 ACCOUNT                                              BALANCE   AS   OF   CURRENCY
BANK NAME                  NUMBER            ADDRESS              ABI/CAB          30/04/2003
------------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>                   <C>             <C>                 <C>
BANCA                      2430702-       via XXV Aprile        03069/01456         5,479.87         EUR
COMMERCIALE                01-55          5r, Genova
ITALIANA
------------------------------------------------------------------------------------------------------------
UNICREDIT                  4953321        via Petrarca 2r,      03226/01400          1,589.68          EUR
BANCA
D'IMPRESA                                 Genova
------------------------------------------------------------------------------------------------------------
BANCA                      370            via Catalani 6r,      01005/01410          1,224.32          EUR
NAZIONALE
DEL LAVORO                                Genova
------------------------------------------------------------------------------------------------------------
BANCA           DI         40051,39       Via Ursone de         03002/01412          2,247.83          EUR
ROMA                                      Sestri 5r, Genova
------------------------------------------------------------------------------------------------------------
SAN PAOLO IMI              114021         Via Fieschi 4,        01025/01400       3,111,710.7          EUR
                                          Genova
------------------------------------------------------------------------------------------------------------
MONTE           DEI        6614/77        Via Travi 23r,        01030/01403        372,024.16          EUR
PASCHI          DI                        Genova
SIENA
------------------------------------------------------------------------------------------------------------
BANCA CARIGE               17154/80       via Sestri 114r,      06175/01421      3,004,705.94          EUR
                                          Genova
------------------------------------------------------------------------------------------------------------
</TABLE>

                                     - 30 -

<PAGE>

                                   SCHEDULE E

       DECLARATION OF CONSTITUTION IN PLEDGE OF THE CLAIMS ATTACHED HERETO

         TO: The Law Debenture Trust Corporation p.l.c., in its capacity as
         Security Trustee of the Secured Creditors

                                                                        [ date ]

Dear Sirs,

CREATION OF A PLEDGE OVER THE CLAIMS ACCRUED AT [-] [DAY, MONTH AND YEAR OF THE
DECLARATION] PURSUANT TO THE PLEDGE UNDERTAKING EXECUTED ON 19 MAY 2003 BY
MARCONI HOLDING S.P.A. AND [THE LAW DEBENTURE TRUST CORPORATION p.l.c.] (THE
"PLEDGE UNDERTAKING") IN THE NAME AND ON BEHALF OF THE SECURED CREDITORS

We herewith grant in pledge pursuant to Articles 2787 and 2800 of the Italian
Civil Code- the claims arising out of the agreements set out below in favour of
the Secured Creditors pursuant to the Pledge Undertaking, by which we undertook
to pledge, in order to secure any Secured Obligation as therein defined, all our
claims- present or future - including any claim for compensation or
indemnification however arising vis-a-vis our counterparties out of the
execution of the agreements set out below.

[INTERCOMPANY LOANS]

date of execution: [-]
name and seat of the borrower: [-]
amount of the facility: [-]
date of rapayment: [-]
interest rate: [-]

[SALE AND PURCHASE OF INTERESTS]

date of execution: [-]
name and seat of the purchaser: [-]
consideration: [-]

[SALE AND PURCHASE OF INTELLECTUAL PROPERTY RIGHTS]

date of execution: [-]
name and seat of the purchaser: [-]
consideration: [-]

Kind regards

THE PLEDGOR

                                     - 31 -

<PAGE>

   DICHIARAZIONE DI COSTITUZIONE IN PEGNO DEI DIRITTI DI CREDITO ALLEGATI ALLA
                                    PRESENTE

         A: [The Law Debenture Trust Corporation p.l.c.], nella sua qualita di
         Rappresentante Comune dei Creditori Pignoratizi

                                                                          [Data]

Egregi Signori,

COSTITUZIONE IN PEGNO DEI DIRITTI DI CREDITO MATURATI AL [-] [GIORNO, MESE E
ANNO DELLA DICHIARAZIONE] IN FORZA DELLA PROMESSA DI PEGNO SU CREDITI (LA
"PROMESSA DI PEGNO") SOTTOSCRITTA IN DATA 19 MAY 2003 DA MARCONI HOLDING S.P.A.
E [THE LAW DEBENTURE TRUST CORPORATION p.l.c.] IN NOME E PER CONTO DEI SECURED
CREDITORS (COME IVI DEFINITI)

Con la presente costituiamo in pegno - ai sensi e per gli effetti di cui agli
artt. 2787 e 2800 del Codice Civile a favore dei Secured Creditors ai sensi
della Promessa di Pegno, tutti i nostri diritti di credito - presenti e futuri -
inclusi quelli di natura risarcitoria o indennitaria, a qualsiasi titolo
nascenti verso nostri debitori in relazione ai contratti indicati qui di
seguito, a garanzia delle obbligazioni garantite ("SECURED OBLIGATIONS" come
definite ai sensi della Promessa di Pegno).

[FINANZIAMENTI INTRAGRUPPO]

data di sottoscrizione: [-]
nome e sede del debitore: [-]
ammontare del finanziamento: [-]
data di ripagamento: [-]
tasso di interesse: [-]

[COMPRAVENDITA DI PARTECIPAZIONI]

data di sottoscrizione: [-]
nome e sede dell'acquirente: [-]
prezzo: [-]

[COMPRAVEDNITA DI DIRITTI INDUSTRIALI]

data di sottoscrizione: [-]
nome e sede dell'acquirente: [-]
prezzo: [-]

Distinti saluti,

IL COSTITUENTE

                                     - 32 -

<PAGE>

                                   SCHEDULE F

                  LETTER OF NOTIFICATION TO THE COUNTERPARTIES
             (pursuant to Paragraph 12.1 of the pledge undertaking)

To: [Debtor of the claims to be pledged]

                                                                          [Date]

Dear Sirs,

CREATION OF A PLEDGE OVER THE CREDITS CLAIMED BY [MARCONI HOLDING S.P.A.]
VIS-A-VIS YOUR COMPANY FOR [INTER-COMPANY LOANS/SALE OR PURCHASE OF INTERESTS,
SALE OR PURCHASE OF IP RIGHTS] EXECUTED ON [-] BETWEEN [THE DEBTOR] AND MARCONI
HOLDING S.PA.

We hereby inform you - pursuant to Article 2800 of the Italian Civil Code -
that, by way of a Declaration of Constitution in Pledge delivered on [-] in
accordance to an Undertaking for the creation of a Pledge (the "PLEDGE
UNDERTAKING") executed on 19 May 2003 by Marconi Holding S.p.A. (the "PLEDGOR")
and The Law Debenture Trust Corporation p.l.c. (as "SECURED CREDITOR" and as
common representative of the Secured Creditors ), Marconi Holding S.p.A. created
a pledge over all its claims - existing, future or possible - including claims
for compensation or indemnification, arising for any reason against your
company, and your successors, transferees and assignees, whether universal or
singular, for the payment, compensation, indemnification, or any other claim
deriving from the above referenced [contract(s)/inter-company loans/ sale of IP
rights], or any claim related to the performance of such contract(s) (the
"CLAIMS TO BE PLEDGED "), jointly for the benefit of the Security Trustee and
all the Secured Creditors - and their successors, transferees and assignees,
whether universal or singular - as security for the Secured Obligations (as
therein defined).

[Pursuant to Articles 2802 and 2803 of the Italian Civil Code, and of Article 12
of the Pledge Undertaking, the payments due to the Pledgor in relation to the
Claims to be Pledged shall be made in favour of [The Law Debenture Trust
Corporation p.l.c. in its capacity as the Security Trustee] on the following
bank accounts:

[-]

Bank account number [-]

Kind Regards,

MARCONI HOLDING S.P.A

                                     - 33 -

<PAGE>

                      LETTERA DI NOTIFICA ALLE CONTROPARTI

(ai sensi della clausola 12.1 della scrittura costitutiva del pegno su crediti).

A:       [Debitore dei crediti costituiti in pegno]

                                                                          [Data]

Egregi Signori,

COSTITUZIONE IN PEGNO DEI DIRITTI DI CREDITO VANTATI DA [MARCONI HOLDING S.P.A.]
NEI VOSTRI CONFRONTI PER [FINANZIAMENTI INTRAGRUPPO/COMPRAVENDITA DI
PARTECIPAZIONE/COMPRAVENDITA DI DIRITTI INDUSTRIALI] ESEGUITI IN DATA [-], TRA
[IL DEBITORE] E MARCONI HOLDING S.PA.,

Con la presente Vi notifichiamo - ai sensi e per gli effetti di cui all'articolo
2800 del Codice Civile - che, con dichiarazione costitutiva di pegno
sottoscritta in data [-] in adempimento di una promessa per la creazione di un
pegno (la "PROMESSA DI PEGNO") sottoscritta in data 19 Maggio 2003 tra Marconi
Holding S.p.A. (in seguito il "COSTITUENTE") e The Law Debenture Trust
Corporation p.l.c. (nella sua qualita di "SECURED CREDITOR" e di rappresentante
comune dei Secured Creditors ), Marconi Holding S.p.A. ha costituito in pegno
tutti i propri diritti di credito - presenti, futuri o eventuali - inclusi
quelli di natura risarcitoria o indennitaria, a qualsiasi titolo nascenti verso
la Vostra societa, nonche nei confronti dei Vostri successori, cessionari ed
aventi causa, a titolo universale o particolare, per pagamenti, restituzioni,
risarcimenti, indennizzi o altri crediti derivanti [contratti/o di compravendita
di partecipazioni, prestiti/o intragruppo, contratti di compravendita di diritti
industriali] indicati/o in oggetto, e qualsiasi altro credito relativo
all'esecuzione di detti/o contratti/o e/o rapporti (i "CREDITI DA DARE IN
PEGNO"), a beneficio del Security Trustee e dei Creditori Pignoratizi - e loro
successori, cessionari ed aventi causa, a titolo universale o particolare - a
garanzia delle Secured Obligations (come ivi definite).

Ai sensi e per gli effetti di cui gli articoli 2802 e 2803 del Codice Civile e
dell'articolo 12 della Promessa di Pegno, i pagamenti a favore del Costituente
dovuti in relazione ai Crediti costituiti in Pegno, dovranno essere accreditati
a favore di [The Law Debenture Trust Corporation p.l.c.] sul seguente conto
corrente:

Conto corrente numero [-] presso la banca [-]

Cordiali saluti,

MARCONI HOLDING S.P.A

                                     - 34 -