<PAGE>

                                                                    EXHIBIT 4.69

[CLIFFORD CHANCE LOGO]                                            CONFORMED COPY

             ------------------------------------------------------

                   AGREEMENT FOR THE CREATION OF A PLEDGE OVER
                   THE SHARES OF MARCONI COMMUNICATIONS S.P.A

             ------------------------------------------------------

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                           PAGE
<S>                                                                              <C>
1.   Recitals And Definitions..................................................    6
2.   Creation Of A Pledge Over Shares Of The Company...........................    8
3.   Secured Obligations.......................................................    9
4.   Validity Of The Security..................................................   10
5.   Perfection Of The Pledge Over Shares......................................   10
6.   Pledgor's Representations And Warranties..................................   10
7.   Right To Receive Dividends And Voting Rights..............................   11
8.   Share Capital Increases...................................................   12
9.   Assignments, Transfers Or Amendments......................................   12
10.  Pledgor's Undertakings....................................................   14
11.  Enforcement Of The Pledge.................................................   15
12.  Security Trustee..........................................................   15
13.  Release Of The Pledge.....................................................   16
14.  Election Of Domicile And Notices..........................................   16
15.  Miscellaneous.............................................................   18
16.  Governing Law And Jurisdiction............................................   18
17.  Expenses, Costs And Taxes.................................................   18
Schedule A1....................................................................   20
Schedule A2....................................................................   23
Schedule B.....................................................................   26
Schedule C.....................................................................   27
Schedule D.....................................................................   32
Schedule E.....................................................................   33
Schedule F.....................................................................   34
</TABLE>

                                     - 2 -

<PAGE>

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 E26,248,560.00, 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 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.

                                     - 3 -

<PAGE>

(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 plc, 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, each Indemnifying Company (as
         defined therein) 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 shares under this Agreement.

(H)      Each of the companies listed under Schedule C, Part I, of this
         Agreement as "Guarantor" (and among them the Pledgor) have guaranteed,
         by executing on or about 19 May 2003 a guarantee denominated "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 "Guarantor" (and among them the Pledgor) have guaranteed,
         by executing on or about 19 May 2003 a guarantee denominated "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 "Guarantor" (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
         Bonding Facility Agreement, the Security Trust and Intercreditor Deed,
         as defined below, and any Security Documents.

                                     - 4 -

<PAGE>

(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 the time the Guarantees 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 owns 1,000,000 shares of Marconi Communications S.p.A. (the
         "COMPANY"), a company incorporated in Italy, with registered office at
         via Lodovico Calda 5, Genova, Italy, with share capital fully paid up
         equal to Euro 15,000,000.00, registered with the Companies Register
         held at Genova C.C.I.A.A. under No. 01168770996, Tax code and VAT No.
         01168770996; with an aggregate nominal value equal to Euro
         15,000,000.00, representing 100% of the share capital of the Company.

(P)      In relation to the above, the Pledgor intends to grant in pledge, and
         hereby so grants in pledge, 1,000,000 shares of the Company, equal to
         100% of the share capital of the Company (the "PLEDGED SHARES", a term
         which includes all newly issued shares of the Company from time to time
         following increases in the share capital of the Company, which will be
         subject to the pledge created by this Agreement under Article 8 below),
         jointly and on a pro-indiviso basis in favour of the Secured Creditors
         (as defined below), as security for the Secured Obligations (as defined
         below).

                   THIS BEING AGREED, it is agreed as follows:

                                     - 5 -

<PAGE>

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 or 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    "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

                                     - 6 -

<PAGE>

                  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;

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

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

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

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

         1.7.8    "NOTE TRUSTEES" means the Senior Note Trustee and the Junior
                  Note Trustee collectively and "NOTE TRUSTEE" means either of
                  them;

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

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

         1.7.11   "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 Noteholder (as defined in the
                  Junior Guarantee) (for such time as it is the holder of the
                  Global 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 an 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");

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

                                     - 7 -

<PAGE>

         1.7.13   "SECURITY TRUSTEE" means The Law Debenture Trust Corporation
                  p.l.c. (and any 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 by this Agreement;

         1.7.14   "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

         1.7.15   "TRANSACTION SECURITY" means any Guarantee guaranteeing the
                  payment of the Secured Obligations and the security created or
                  expressed to be created in favour of the Security Trustee or
                  any Secured Creditor under the Security Documents as defined
                  in the Security Trust and Intercreditor Deed.

2.       CREATION OF A PLEDGE OVER SHARES OF THE COMPANY

2.1      The Pledgor grants 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), the shares of the Company, described under
         Recital (O), i.e. 1,000,000 shares, with a nominal value equal to Euro
         15.00 each and an aggregate nominal value equal to Euro 15,000,000.00,
         representing in the aggregate 100% of the Company share capital,
         represented by the share certificate No. 3.

2.2      The pledge created by this Agreement covers:

         2.2.1    the Pledged Shares;

         2.2.2    all dividends, monies and other rights, assets or benefits
                  from time to time ascribed or capable of being ascribed to the
                  Pledged Shares or otherwise received or receivable in relation
                  to the Pledged Shares during the period of validity of the
                  pledge, in relation to or in exchange for the Pledged Shares;

         2.2.3    the pre-emptive rights ("diritti di opzione"), conversions,
                  exchange and other rights, contractual or other, from time to
                  time arising in relation to the Pledged Shares; as well as

         2.2.4    all profits or revenues deriving from the above, including any
                  revenues or payments deriving from sale.

2.3      The pledge created by this Agreement also covers any increases in the
         Pledged Shares, for any reason (including, for example, increases in
         the nominal value or new shares deriving from share capital increases
         as a result of bonus issues or for consideration, owned by the
         Pledgor).

                                     - 8 -

<PAGE>

3.       SECURED OBLIGATIONS

3.1      The pledge created by this Agreement jointly secures, 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 arising 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 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 Obligations 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 to 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 its 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 than in its 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 created by this Agreement also secures, 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".

                                     - 9 -

<PAGE>

4.       VALIDITY OF THE SECURITY

4.1      The pledge created by 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 13, 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 created by this Agreement is 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 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.       PERFECTION OF THE PLEDGE OVER SHARES

5.1      The Pledgor, on the date of this Agreement, must:

         5.1.1    endorse the share certificates which represent the Pledged
                  Shares, by way of security in favour of the Security Trustee;
                  this endorsement must be certified by a Notary, and must be in
                  the form set out in Schedule D;

         5.1.2    deliver the share certificates which represent the Pledged
                  Shares to the Security Trustee or a Delegate, as custodian of
                  the assets granted in pledge;

         5.1.3    procure that the Company will annotate the pledge created by
                  this Agreement in the Shareholders' Register ("Libro dei
                  Soci") of the Company in the form set out in Schedule E; and

         5.1.4    procure that the Company delivers, within 10 (ten) Business
                  Days from the annotation under Paragraph 5.1.3, to the
                  Security Trustee a notarised copy or a notarised extract of
                  the annotated pages of the Shareholders' Register of the
                  Company.

6.       PLEDGOR'S REPRESENTATIONS AND WARRANTIES

6.1      The Pledgor represents and warrants as of the date of this Agreement to
         the Security Trustee that:

         6.1.1    the Pledgor is the sole legal and beneficial owner of the
                  Pledged Shares free from any Security (as such term is defined
                  in the Security Trust and Intercreditor Deed) except as
                  created by this Agreement; and

         6.1.2    the Pledged Shares are fully paid up.

                                     - 10 -

<PAGE>

7.       RIGHT TO RECEIVE DIVIDENDS AND VOTING RIGHTS

7.1      Without prejudice to Paragraph 2.2.2, the Security Trustee consents
         that the dividends attached to the Pledged Shares are paid to the
         Pledgor, but upon the occurrence of an Enforcement Event and at any
         time thereafter while such Enforcement Event is continuing and upon
         receipt by the Pledgor and the Company of the notice mentioned in
         Paragraph 7.5, this consent will be revoked and any dividend payable in
         relation to the Pledged Shares (even if already resolved) must be paid
         to the Security Trustee on behalf of the Secured Creditors.

7.2      The Secured Creditors and, to the extent necessary, the Security
         Trustee waive the right to exercise the voting rights at the
         shareholders' meetings of the Company attached to the Pledged Shares.
         These voting rights are therefore exercisable by the Pledgor. However,
         upon the occurrence and during the continuation of an Enforcement Event
         and upon receipt by the Pledgor and the Company of the notice mentioned
         in Paragraph 7.5, such waiver will be deemed as revoked and the right
         to exercise voting rights may be exercised only by the Security
         Trustee.

7.3      As long as the Pledgor is entitled, in accordance with this Agreement,
         to exercise the voting rights attaching to the Pledged Shares, the
         Security Trustee, upon request of the Pledgor, will issue or provide
         for the issuance of the tickets of admission ("biglietti di
         ammissione") necessary for the participation of the Pledgor in the
         shareholders' meetings of the Company, in the form described in
         Schedule F, at least 5 (five) Business Days in advance of the meeting.
         The request of the Pledgor must be forwarded to the Security Trustee
         together with the copy of the notice convening the shareholders'
         meeting at which the Pledgor intends to participate.

7.4      Pursuant to Paragraph 7.2, in the event that a shareholders' meeting
         (which has been convened or which will be held as "totalitaria") of the
         Company is called to discuss an issue on the agenda that, if approved,
         would constitute a Default or an Event of Default under the Indentures
         (as such terms are defined in the Indentures), the Secured Creditors'
         waiver of the right to exercise voting rights will be automatically
         revoked.

7.5      Upon receiving instructions pursuant to the Security Trust and
         Intercreditor Deed, the Security Trustee will notify the Pledgor and
         the Company of the occurrence and the continuation of an Enforcement
         Event which pursuant to the above provisions, gives the Secured
         Creditors the right to receive dividends or to exercise the voting
         rights.

7.6      The notice from the Security Trustee mentioned in Paragraph 7.5 can no
         longer be transmitted if, before it is sent, all Secured Obligations
         have been indefeasibly paid in full and in such case the right to
         receive dividends and to exercise voting rights at the shareholders'
         meetings of the Company will remain with the Pledgor.

7.7      The transfer of voting rights for shareholders' meetings will be valid
         and effective for any meeting held after the issuance of the
         above-mentioned notice by the Security Trustee, or as of the meeting in
         which the notice is delivered, and the transfer of the right to receive
         dividends will apply to every dividend actually paid by the Company
         after the issuance of the above-mentioned notice, even if the dividends
         had been approved by a shareholders' meeting beforehand.

                                     - 11 -

<PAGE>

8.       SHARE CAPITAL INCREASES

8.1      In the event of an increase in share capital of the Company, whether as
         a result of bonus issues ("aumento gratuito") or for consideration
         ("aumento a pagamento"), the pledge created by this Agreement over the
         Pledged Shares will cover the shares assigned to the Pledgor or
         subscribed by the Pledgor as a result of the increase in share capital.

8.2      Without prejudice to the provisions contained in Article 10, in the
         event that the Company merges with another company, the pledge created
         by this Agreement will also cover any quotas, shares, or other
         securities or consideration, which may be assigned to the Pledgor
         following the merger by the other company, whether the latter is a
         newly created entity or the incorporating company, in exchange for the
         Pledged Shares.

8.3      The Pledgor must ensure that:

         8.3.1    the pledge over the Pledgor's newly issued shares, to which
                  the parties to this Agreement hereby expressly agree that the
                  pledge created by this Agreement extends, is annotated in the
                  Company's Shareholders' Register, substantially in the form
                  described in Schedule E;

         8.3.2    a notarised copy of the pages of the Shareholders' Register
                  evidencing the above annotation, is delivered to the Security
                  Trustee;

         8.3.3    the certificates issued in respect of the newly issued shares
                  are deposited with the Security Trustee (or any appointed
                  Delegate) as soon as practicable, in its capacity as custodian
                  of the pledged assets. The share certificates relating to the
                  newly issued shares, covered by this pledge, must be duly
                  annotated with the pledge by the Company, in a form
                  substantially analogous to that contained in Schedule E, at
                  the same time as issue of the new shares; and

         8.3.4    as soon as practicable, in the event mentioned in Paragraph
                  8.2 above, (i) the pledge is annotated on the share
                  certificates representing the shares assigned to the Pledgor
                  following a merger, and these share certificates are delivered
                  to the Security Trustee, and (ii) the pledge is annotated in
                  the Shareholders' Register of the company which has issued and
                  assigned quotas or shares to the Pledgor, and a notarised copy
                  of the pages of the Shareholders' Register of this company
                  evidencing this annotation is delivered to the Security
                  Trustee.

8.4      The pledge of the Pledgor's shares resulting from future increases in
         the capital of the Company or mergers in accordance with the provisions
         of the above Paragraphs will be construed as forming part of the same
         pledge created by this Agreement, with the date of this Agreement and
         subject to the same provisions contained in this Agreement.

9.       ASSIGNMENTS, TRANSFERS OR AMENDMENTS

9.1      The Security Trustee may assign and transfer all or any of its rights
         and obligations under this Agreement in accordance with the Security
         Trust and Intercreditor Deed. The Security Trustee shall be entitled to
         disclose such information concerning the Pledgor, the Company 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.

                                     - 12 -

<PAGE>

9.2      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 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 contracts themselves or on the Secured Obligations existing at the
         time the assignment or transfer is perfected.

9.3      The Pledgor shall ensure that, if requested by the Security Trustee,
         the Company will annotate the Shareholders' Register with any
         assignment or succession of any of the Secured Creditors under the
         Secured Contracts or the Secured Obligations upon receipt of evidence
         of such assignment or succession. For the avoidance of doubt, when such
         assignment takes place on or after the exchange of all or any Global
         Senior Notes or Global Junior Notes for Definitive Registered Senior
         Notes or Definitive Registered Junior Notes (as the case may be), the
         Pledgor shall only be required to annotate the Shareholders Register
         using all commercially reasonable and practicable efforts (including
         annotating the assignment or succession by reference to a list if
         annotation on the Shareholders Register is not commercially
         reasonable). For the purposes of this Clause 9.3, the terms "Global
         Senior Notes", "Global Junior Notes", and "Definitive Registered Junior
         Notes" shall have the meanings given to such terms in the Senior Note
         Indenture and the Junior Note Indenture respectively.

9.4      The Pledgor also authorises the Security Trustee, if deemed necessary
         by the Security Trustee, to annotate, after the endorsement by way of
         security on the share certificates relating to the Pledged Shares, any
         assignment or substitution of any of the Secured Creditors under the
         Secured Contracts or the Secured Obligations.

9.5      Without prejudice to the Paragraphs above and to Article 10 below, the
         Pledgor confirms and accepts that the pledge created by 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 created
         by 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).

9.6      The Pledgor undertakes to confirm in writing, if the Security Trustee
         so requests, its agreement to the provisions of the above Paragraphs of
         this Article 9, doing so either at the same time or before any change
         in all or any of the Secured Contracts or in any or all of the Secured
         Obligations - to the extent such changes are made in compliance with
         the provisions of the Secured Contracts.

9.7      Upon a change in all or any of the Secured Contracts or a change in all
         or any of the Secured Obligations, including, without limitation, the
         accession to any of the Secured Contracts of any additional obligor,
         the Pledgor must, if deemed necessary by the Security Trustee:

                                     - 13 -

<PAGE>

         9.7.1    execute a deed of confirmation, in a form deemed satisfactory
                  by the Security Trustee, acting in good faith;

         9.7.2    procure that the Company annotates the change in the
                  Shareholders' Register of the Company; and

         9.7.3    deliver to the Security Trustee a notarised copy of the pages
                  of the Shareholders' Register of the Company showing the above
                  annotation.

9.8      The Pledgor authorises the Security Trustee, if deemed necessary by the
         Security Trustee, to annotate on the share certificates representing
         the Pledged Shares the change in any or all of the Secured Contracts
         and/or in any or all of the Secured Obligations referred to in
         Paragraph 9.5.

9.9      Without prejudice to Paragraph 9.3 above, any cost incurred as a result
         of transfer or assignments of the rights arising under this Article 9,
         are for the account of the Pledgor.

10.      PLEDGOR'S UNDERTAKINGS

10.1     The Pledgor must, with reference to the Pledged Shares:

         10.1.1   without prejudice to Paragraph 9.3 above, 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 filings 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 by 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 Pledged Shares. For the avoidance of doubt, the
                  undertaking in this Paragraph 10.1.1 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 or any of the Secured Contracts or a change in all or
                  any of the Secured Obligations;

         10.1.2   during the continuance of an Enforcement Event deliver to the
                  Security Trustee a copy of any notice convening a
                  shareholders' meeting of the Company, whether ordinary or
                  extraordinary, at least 10 (ten) Business Days before the date
                  the meeting is convened, together with all related attachments
                  and any other notices related to the shareholders' meetings
                  and sent by the Company to its shareholders;

         10.1.3   during the continuance of an Enforcement Event deliver to the
                  Security Trustee a notice summarising the items on the
                  proposed agenda of any total shareholders' meeting (assemblea
                  totalitaria) of the Company, at least 5 (five) Business Days
                  before the date scheduled for the meeting, which will be
                  binding on the Pledgor after receipt of such notice by the
                  Security Trustee;

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

                                     - 14 -

<PAGE>

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

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

         10.1.5   without prejudice and in addition to Article 8, grant in
                  pledge in favour of the Security Trustee, under terms
                  substantially equivalent to the terms of this Agreement, any
                  additional shares of the Company which for any reason may be
                  assigned to the Pledgor; and

         10.1.6   deliver to the Security Trustee, within 10 (ten) Business Days
                  after the execution of this Agreement, a copy of a letter
                  signed by the Company, in which the Company acknowledges the
                  obligations created pursuant to this Agreement.

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

11.      ENFORCEMENT OF THE PLEDGE

11.1     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 and after five days from service of notice to the
         Pledgor in accordance with Article 2797, first paragraph, of the
         Italian Civil Code, the Security Trustee is authorised, in its absolute
         discretion, upon the terms and conditions set out under Clause 10
         (Action and Enforcement Action) of the Security Trustee and
         Intercreditor Deed, to enforce the Transaction Security and therefore
         to sell the Pledged Shares in whole or in part, and in one or more
         stages, pursuant to Article 2797, last paragraph, of the Italian Civil
         Code. The Security Trustee, on behalf of the Secured Creditors, may
         also, in its absolute discretion, appoint a different credit
         institution to arrange the sale, or a financial brokerage company or
         any other specialised operator in the securities market, or proceed
         directly to a sale to third parties. A report of the terms of the sale
         effected as per above must however be delivered to the Pledgor.

11.2     The above is without prejudice to any other form of enforcement of the
         pledge or sale of shares as provided for by law, including, without
         limitation, the ability to request the assignment by way of payment of
         the Pledged Shares.

11.3     For the purposes 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 the transfer
         of the Pledged Shares, and/or any related pre-emptive rights.

12.      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

                                     - 15 -

<PAGE>

         of Trust and Appointment as Administrator (Italy)) of the Security
         Trust and Intercreditor Deed.

13.      RELEASE OF THE PLEDGE

         Upon full and final 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 Clause
         5.4 (Release of Transaction Security in Connection with Permitted
         Disposals) of the Security Trust and Intercreditor Deed, the pledge
         created by, and the obligations under, this Agreement will cease to be
         in full force and effect, all of the rights attached to the Pledged
         Shares will return to the Pledgor, and, at the request and cost of the
         Pledgor, the Security Trustee (in accordance with the terms and subject
         to the conditions and circumstances set out in the Security Trust and
         Intercrefitor Deed and without recourse to, or any representation or
         warranty by, the Security Trustee or any of its nominees) will consent
         to annotation of the cancellation of the pledge created by this
         Agreement in the Shareholders' Register of the Company by giving
         appropriate instructions to the Company, will return the share
         certificates relating to the Pledged Shares back to the Pledgor and
         will consent to the annotation of the release on the certificate
         representing the shares, 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 created by, and the obligations under,
         this Agreement will cease to be in full force and effect only in
         respect of the Pledged Shares 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 created by the Agreement will be limited to the
         assets so released.

14.      ELECTION OF DOMICILE AND NOTICES

14.1     For the purposes 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 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 to
         the pledge 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 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

                                     - 16 -

<PAGE>

         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 COMPANY:

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

         With a 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

                                     - 17 -

<PAGE>

15.      MISCELLANEOUS

15.1     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
         writing and executed by the Pledgor and by the Security Trustee.

15.2     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.

16.      GOVERNING LAW AND JURISDICTION

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

16.2     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 created by 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 law remains unprejudiced.

17.      EXPENSES, COSTS AND TAXES

17.1     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 17.1.1 of this Article 17, such
         costs and expenses must be properly incurred) in connection with:

         17.1.1   the execution, release and discharge of this Agreement and the
                  Security created or intended to be created in respect of the
                  Pledged Shares and the 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 Pledged Shares;

         17.1.2   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;

         17.1.3   the foreclosure of any Pledged Shares; and

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

         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.

                                     - 18 -

<PAGE>

17.2     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 Pledged Shares 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.

17.3     This Agreement is subject to registration in "caso d'uso", as provided
         in Law No. 131 of April 26, 1986, as subsequently amended, as it is an
         agreement executed outside the Republic of Italy.

         London, 19 May 2003

M. SKELLY

MARCONI HOLDINGS S.P.A.
REPRESENTED BY: MARY SKELLY

R. D. RANCE

THE LAW DEBENTURE TRUST CORPORATION P.L.C.
SECURED CREDITOR AND SECURITY TRUSTEE
REPRESENTED BY: RICHARD DAVID RANCE

                                     - 19 -

<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").

                                     - 20 -

<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 form
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 Indenture 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

                                     - 21 -

<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.

                                     - 22 -

<PAGE>

                                   SCHEDULE A2

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

<TABLE>
<S>                        <C>
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
</TABLE>

                         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.

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

                                     - 23 -

<PAGE>

(the "direct participants") or persons that hold interests through direct
participants (the "indirect participants" and, together with direct
sparticipants, "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 form
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;

    -    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

                                     - 24 -

<PAGE>

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.

                                     - 25 -

<PAGE>

                                   SCHEDULE B

                                     PART I

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

NEW BONDING FACILITY BANKS

HSBC Bank plc, 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 plc, with registered office at 8 Canada Square, London E14 5HQ.

                                     PART II

     (Summary of Terms and Conditions of the New Bonding Facility Agreement)

FACILITY: Multicurrency revolving facility

MAXIMUM AGGREGATE PRINCIPAL AMOUNTS: E50,000,000

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.

                                     - 26 -

<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

                                     - 27 -

<PAGE>

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.

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.

                                     - 28 -

<PAGE>

Marconi Communications S.p.A.

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

                                     - 29 -

<PAGE>

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

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.

                                     - 30 -

<PAGE>

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.

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

                                     - 31 -

<PAGE>

                                   SCHEDULE D

                    (Form Of Endorsement By Way Of Security)

Il presente certificato azionario viene girato in pegno a favore di The Law
Debenture Trust Corporation p.l.c., con sede a Fifth Floor, 100 Wood Street,
Londra EC2V 7EX, Gran Bretagna; ciascun "Receiver"o "Delegate" (come definiti
nel contratto denominato "Security Trust and Intercreditor Deed", come definito
nel Contratto di Pegno); The Bank of New York, con sede a One Wall Street, New
York, New York, 10286, USA; Law Debenture Trust Company of New York, con sede a
767 Third Avenue, 31st Floor, New York, New York, 10017, USA; JPMorgan Chase
Bank, ufficio di Trinity Tower, 9 Thomas More Street, Londra, E1W 1YT, Gran
Bretagna; HSBC Bank plc, con sede a City Corporate Banking Centre, 27-32
Poultry, Londra EC2P 2BX, Gran Bretagna; HSBC Bank plc, con sede a 8 Canada
Square, Londra E14 5HQ, Gran Bretagna; e loro successori, cessionari ed aventi
causa, ai sensi del contratto di pegno sottoscritto in data 19 maggio 2003 (il
"CONTRATTO DI PEGNO"), a garanzia delle Obbligazioni Garantite (Secured
Obligations, come ivi definite) di ciascuno dei Creditori Garantiti (Secured
Creditors, come ivi definiti), in base ai contratti descritti in tale scrittura,
ed ivi identificati quali Rapporti Garantiti (Secured Contracts). Il Contratto
di Pegno e depositato agli atti della societa Marconi Communications S.p.A. Il
presente certificato viene consegnato a The Law Debenture Trust Corporation
p.l.c. in veste di "Security Trustee" e depositario per conto dei Creditori
Garantiti (Secured Creditors) ai sensi dell'art. 2786 codice civile.

                                     - 32 -

<PAGE>

                                   SCHEDULE E

                (Form Of Annotation On The Shareholders' Ledger)

                                                               N. [ - ] - [DATA]

                              COSTITUZIONE DI PEGNO

Si da atto che in forza del contratto per la costituzione di pegno su azioni
sottoscritto in data 19 maggio 2003 in Londra, conservato in atti della Societa
(il "CONTRATTO DI PEGNO"):

Marconi Holdings S.p.A. (il "COSTITUENTE"), con sede in Genova, titolare di N.
1.000.000 azioni della Marconi Communications S.p.A. (la "SOCIETA"), aventi
valore nominale complessivo di Euro 15.000.000,00 e rappresentanti in totale il
100% del capitale sociale della Societa, ha costituito in pegno a favore di The
Law Debenture Trust Corporation p.l.c., con sede a Fifth Floor, 100 Wood Street,
Londra EC2V 7EX, Gran Bretagna; ciascun "Receiver"o "Delegate" (come definiti
nel contratto denominato "Security Trust and Intercreditor Deed", come definito
nel Contratto di Pegno); The Bank of New York, con sede a One Wall Street, New
York, New York, 10286, USA; Law Debenture Trust Company of New York, con sede a
767 Third Avenue, 31st Floor, New York, New York, 10017, USA; JPMorgan Chase
Bank, ufficio di Trinity Tower, 9 Thomas More Street, Londra, E1W 1YT, Gran
Bretagna; HSBC Bank plc, con sede a City Corporate Banking Centre, 27-32
Poultry, London EC2P 2BX, England; HSBC Bank plc, con sede a 8 Canada Square,
Londra E14 5HQ, Gran Bretagna e loro successori, cessionari ed aventi causa, N.
1.000.000 azioni di sua proprieta, nel loro insieme costituenti una
partecipazione pari al 100% del capitale sociale della Societa (le "AZIONI
COSTITUITE IN PEGNO"), a garanzia del corretto e puntuale adempimento dei
crediti ivi definiti come Obbligazioni Garantite (Secured Obligations).

Il pegno di cui al Contratto di Pegno si estendera a tutte le azioni di
spettanza del Costituente o dei suoi aventi causa come risultanti da ogni
aumento di capitale gratuito o a pagamento sottoscritto dal Costituente.

I diritti di voto ed ai dividendi relativi alle Azioni Costituite in Pegno
rimarranno in capo al Costituente, ma verranno trasferiti ai titolari dei
diritti di pegno, nelle circostanze di cui all'Articolo 7 del Contratto di
Pegno.

____________________

UN AMMINISTRATORE

                                     - 33 -

<PAGE>

                                   SCHEDULE F

                          (Form Of Ticket Of Admission)

                               [Letterhead of [-]]

To:      [-]
         [-]
         [-]
         [-]

                                ADMISSION TICKET

relating to the [Ordinary]/[Extraordinary] shareholders' meeting of Marconi
Communciations S.p.A. (the "COMPANY") to be held on:

     -    [-] at [-] [a.m.]/[p.m.] for the first summoning;

     -    [-] at [-] [a.m.]/[p.m.] for the second summoning,

to take place at [-], in [-]

issued in relation to:

No. 1,000,000 ordinary shares with a nominal value of Euro 15.00 and for a total
nominal value of Euro 15,000,000.00 (the "SHARES"), which have been granted in
pledge pursuant to a pledge agreement entered into on 19 May 2003 by and between
Marconi Holdings S.p.A., as pledgor, The Law Debenture Trust Corporation p.l.c.,
as security trustee of the financial entities indicated in the pledge agreement
as secured creditors, and the Company (the "PLEDGE AGREEMENT").

We hereby confirm that the Shares are kept in custody by [-], with registered
office at [-], in its capacity as custodian of the Shares for the purposes of
Article 2786 of the Civil Code, pursuant to the Pledge Agreement.

Date: ______________

____________________________

for [-]

                                     - 34 -

<PAGE>

Spett.le

[-]
[-]
[-]
[-]

                             BIGLIETTO DI AMMISSIONE

Relativo all'Assemblea [Ordinaria]/[Straordinaria] di [?] (la "SOCIETA"),
convocata per le seguenti date:

    -    [-], alle ore [-] in prima convocazione;

    -    [-] alle [-] in seconda convocazione,

da tenersi presso [-],

emesso in relazione a:

No. 1.000.000 azioni ordinarie dal valore nominale pari ad Euro 15,00 e per un
valore nominale complessivo pari ad Euro 15.000.000,00 (le "AZIONI"), le quali
sono state costituite in pegno ai sensi di un contratto per la costituzione di
pegno sottoscritto in data 19 maggio 2003 tra Marconi Holdings S.p.A., in
qualita di costituente, The Law Debenture Trust Corporation p.l.c., in qualita
di rappresentante comune degli enti finanziari ivi indicati come creditori
pignoratizi, e la Societa (il "CONTRATTO DI PEGNO").

Con il presente biglietto di ammissione confermiamo che, a far data dal [-], le
Azioni sono tenute in custodia da [-], con sede in [-], in qualita di custode
delle Azioni ai fini dell'Articolo 2786 del Codice Civile, ai sensi del
Contratto di Pegno.

Data: ______________

------------------------------

per [-]

                                     - 35 -