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Exhibit 4.9
  DATED 1st December 2008
 (1
    )
    
    BT GROUP plc(2
    )
    
    ANTHONY EVERARD ASHIANTHA
CHANMUGAM
 
  
 
  1
    
    
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Page1. Interpretation
    
    
    12. Period
    
    
    13. Duties
    
    
    24. Conflicts
    
    
    25. Salary
    
    
    26. Pension
    
    
    27. Holiday
    
    
    38. Car
    
    
    39. Telecommunications Facilities
    
    
    310. Sick Pay and Health Cover
    
    
    311. Medical Examination
    
    
    312. Expenses
    
    
    313. Professional Subscriptions
    
    
    314. Grievance Procedure
    
    
    415. Obligation to Provide Work
    
    
    416. Termination
    
    
    417. Confidentiality
    
    
    518. Copyright
    
    
    519. Restrictions
    
    
    520. Continuation
    
    
    621. Variation
    
    
    622. Notices
    
    
    6Schedule
    
    
    6
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DATED 1st December 2008
  1)
    
    BT GROUP plc (registered number 4190816) whose registered office is at 81
Newgate Street, London EC1A 7AJ (BT)2)
    
    ANTHONY EVERARD ASHIANTHA CHANMUGAMwhose address is 81
Newgate Street, London EC1A 7AJ (the Director)1.
    
    Interpretation1.1
    
    In this Agreement the following expressions shall mean:
 Associated Company
    
    any company or venture in which BT or a
subsidiary has a shareholding or equity
participation;Board
    
    the board of directors of BT, or a committee of
the board;BT Group
    
    BT and all its subsidiaries from time to time;Chairman
    
    the Chairman of BT or his delegated nominee;Chief Executive
    
    the Chief Executive of BT or his delegated
nominee;Commencement Date
    
    1st December 2008;Salary
    
    £475,000 a year or such higher salary as may
be determined by the Board;Subsidiary
    
    any subsidiary which for the time being is a
subsidiary company (as defined in Section 1159 of the
Companies Act 2006) of BT.
 1.2
    
    A reference to something being determined, specified or required by BT
includes a determination, specification or requirement from time to time.1.3
    
    This Agreement supersedes and previous agreement between BT and the
Director.2.
    
    PeriodSubject to paragraph 16, this Agreement will last for an initial period of one year from
and including the Commencement Date. It will continue until either BT has given to the
Director previous written notice of not less than twelve months or the Director has given
to BT previous written notice of not less than six months, ending in either case at any
time after the initial period.
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3.
    
    Duties3.1
    
    BT shall employ the Director as a full-time executive director.3.2
    
    The Director will perform such duties for the BT Group and Associated
Companies, at such locations in the United Kingdom or overseas, as the
Board or Chief Executive may specify.3.3
    
    The Director will be bound by the BT share dealing rules, any other rules
specified by the Board and BTs Articles of Association as altered from time to time.4.
    
    Conflicts4.1
    
    The Director will promote, and not do any thing which is harmful or conflicts
with, the interests and reputation of the BT Group.4.2
    
    The director will not without obtaining written consent of the Chairman;
 4.2.1
    
    work for any other person, business, organisation or company; or4.2.2
    
    hold any shares or interests in any business or company that is likely
to compete with the business of BT Group.
 4.3
    
    The Director will pay to BT any fees received from any directorship of another
company, unless BT otherwise agrees.5.
    
    Salary5.1
    
    The Director will be paid the Salary in twelve equal monthly instalments,
payable on the last business day of each month.5.2
    
    The Director may be paid a bonus at the discretion of the Board.5.3
    
    The Director may, at the discretion of the Board, participate in any scheme
established for BT employees to acquire shares in BT subject to the
applicable rules of the scheme, but participation under such schemes will not
form part of this Agreement.6.
    
    Pension6.1
    
    The Director will be entitled to continue participation in the BT Pension
Scheme.6.2
    
    In the event that the Director elects to opt out of future pensionable service
accrual under the BT Pension Scheme, BT will pay an amount of thirty per
cent of the Salary in each year as a contribution to the Directors personal
pension by twelve monthly instalments, payable on the last day of the month.6.3
    
    The Director will be entitled to life insurance cover equal to four times the
Salary.
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7.
    
    HolidayThe Director will be entitled to paid statutory holidays and to 32.5 days paid holiday in
each year which accrues rateably each month in arrears, to be taken at times agreed with
the Chief Executive.8.
    
    CarThe Director will be provided with a car and a driver both as determined by BT and BT will
meet the cost of maintenance, insurance, motor vehicle tax and petrol.9.
    
    Telecommunications FacilitiesBT will provide telecommunications facilities and home security at the Directors main
residence and a free call allowance all as determined by BT.10.
    
    Sick Pay and Health Cover10.1
    
    The Director will be entitled to receive sick pay (inclusive of any statutory sick
pay and any benefits payable under any permanent health insurance effected
by BT) of:
 
    
    one-twelfth of the Salary for each month in the first six months, and
    
    one twenty-fourth of the Salary for each month in the next six months,
 in total in any period of two years, subject to production of medical certificates and to
such other requirements as BT may reasonably request.10.2
    
    BT will arrange private health cover for the Director, the Directors spouse and
children under the age of 18 (or 21 if in full-time education) who are living in
the United Kingdom and dental cover for the Director and the Directors
spouse, as determined by BT.11.
    
    Medical ExaminationBT may, at its expense, require the Director to be examined by a medical practitioner of
BTs choice.12.
    
    ExpensesBT will reimburse authorised expenses properly incurred in the course of the Directors
duties against receipts or other proof of expenditure.13.
    
    Professional Subscriptions and Advice13.1
    
    The Director will be reimbursed subscriptions to professional bodies where
the Chairman considers it to be in the interests of BT.13.2
    
    BT will pay the cost of personal tax and financial planning advice up to a
maximum of £5,000 (excluding VAT) a year.
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14.
    
    Grievance ProcedureIf the Director has any grievance he may apply in writing to the Chairman who personally
will either propose a solution or refer the matter to the Board.15.
    
    Obligation to Provide Work15.1
    
    BT is under no obligation to provide the Director with work and may:
 15.1.1
    
    suspend the Director, if the Board considers this appropriate, for up to
three months; or15.1.2
    
    if notice to terminate this Agreement has been given, vary the
Directors duties or require the Director to cease performing all duties
during all or part of the notice period,
 in which case BT may exclude the Director from the premises of the BT Group but will
continue to pay the Salary in accordance with paragraph 5.1 and provide the benefits under
this Agreement until this Agreement terminates.15.2
    
    Where paragraph 15.1.2 applies, the Director will at BTs request promptly
resign in writing as a director of BT (and as a member of any committee of the
Board) and of any company of which BT is a shareholder (if necessary, in
accordance with Paragraph 16.6) but this Agreement will not terminate on the
Director resigning under this sub-paragraph.16.
    
    Termination16.1
    
    This Agreement will terminate immediately, without compensation:
 16.1.1
    
    subject to Paragraphs 15.2 and 16.3, if the Director ceases to be a
Director under the provisions of BTs Articles of Association as altered
from time to time; or16.1.2
    
    if the Director fails in the reasonable opinion of the Board satisfactorily
to perform his duties after receiving a written warning.
 16.2
    
    BT may terminate this Agreement without notice and without compensation, if
the Board believes that the Director:
 16.2.1
    
    is incapacitated for any reason from performing the Directors duties
for a period of one year or periods totalling 365 days in any period of
two years; or16.2.2
    
    is guilty of any dishonesty or disreputable conduct; or16.2.3
    
    is guilty of any misconduct or neglect of duty after receiving a warning;
or16.2.4
    
    is repeatedly failing to follow BTs policies and procedures.
 16.3
    
    If the Director ceases to be a director of BT because he is not re-elected or
deemed to be re-elected at a general meeting, BT may either:
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16.3.1
    
    terminate this Agreement subject to paying compensation in lieu of
notice; or16.3.2
    
    require the Director to perform such duties for the BT Group (other
than as a director of BT) as the Board, the Chairman or the Chief
Executive may specify.
 16.4
    
    Instead of giving the Director the one years notice referred to in Paragraph 2,
BT may (but shall not be obliged to) terminate this Agreement immediately by:
 16.4.1
    
    paying the Director the Salary in accordance with Paragraph 5.1, and16.4.2
    
    continuing or paying the value of the benefits referred to in Paragraph
16.4.3 as provided under this Agreement,
 until the earlier of twelve months from the date of termination or the Director obtaining
full-time employment;
 16.4.3
    
    the benefits are the pension benefits (including life cover), health
cover, dental cover, the car currently provided on termination together
with the cost of maintenance, insurance and motor vehicle tax (but not
petrol).
 16.5
    
    Upon termination of this Agreement, the Director will at BTs request promptly
resign in writing as a Director of BT (and as a member of any committee of
the Board) and of any company of which BT is a shareholder, and will
promptly return to BT any property of the BT Group.16.6
    
    The Company Secretary of BT is irrevocably authorised to sign a letter of
resignation on behalf of the Director if he fails to do so.17.
    
    Confidentiality17.1
    
    The Director will not disclose any confidential information relating to the BT
Group or any third party which may have been obtained in the course of this
employment.17.2
    
    This prohibition does not apply to confidential information that comes into the
public domain through no act or neglect of the Director.18.
    
    CopyrightThe copyright in any material arising from this employment is assigned to BT.19.
    
    Restrictions19.1
    
    The Director will be bound by the provisions of the Schedule to this
Agreement.19.2
    
    The 12 month period referred to in the Schedule will be reduced by any time
during which the Director has been suspended or excluded from the premises
of BT Group under paragraph 15.1.
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20.
    
    ContinuationParagraphs 16.5, 16.6 and 17 to 19 inclusive will continue in force after the termination
of this Agreement.21.
    
    VariationBT may vary Paragraphs 7 to 10 inclusive, 13 and 14 but only after first consulting the
Director.22.
    
    NoticesAny notice or document may be served on the Director personally or by posting it to his
last known address, or on BT addressed to the Secretary at its registered office, and if
sent by first class post will be deemed to have been received within 24 hours of posting.
  
 SCHEDULE
 1.
    
    In this Schedule:
 a)
    
    Expiry Date means the date of termination or expiry of this
Agreement for any reason.b)
    
    in any capacity means on the Directors own behalf or jointly with or
on behalf of any person, firm or company;c)
    
    Confidential Information means confidential information of the
BT Group which would be of value to a competitor or could reasonably
enable a competitor to obtain an unfair advantage in trading in
competition with the BT Group.d)
    
    Business means the communications business of the BT Group in
the United Kingdom or any other country of the European Union in
which the BT Group conducts business.
 2.
    
    Since the Director is likely to obtain in the course of his employment with the
BT Group, trade secrets and Confidential Information and, personal
knowledge of customers and employees of the BT Group, the Director agrees
with BT that he will be bound by the following covenants for 12 months
following the Expiry Date:
 (i)
    
    The Director will not in any solicit or endeavour to entice away or offer
engagement or employment to, or engage or employ or procure and Designated Person,
who was an employee of BT at the Expiry Date, to be engaged or employed in any
business which competes or is about to compete with the Business.
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A Designated Person is an employee of BT with whom the Director has had personal
dealings in the 12 months immediately preceding the Expiry Date and who had at the
Expiry date knowledge of trade secrets or Confidential Information or knowledge of
and connections or influence with customers of BT.(ii)
    
    The Director will not in any capacity for the purposes of any business
which competes or is about to compete with the Business, canvass, solicit, deal with
or accept business of custom from any person, firm or company:
 (a)
    
    that was a customer of BT during the 12 months immediately
preceding the Expiry Date (the 12 month period); and(b)
    
    with whom or with which the Director personally had had
dealings during the 12 month period in the course of his
employment.
 (iii)
    
    The Director will not in any capacity carry on, be engaged or employed or
be concerned or interested in any business, or take steps to set up, promote or
facilitate the establishment of any business which competes or is about to compete
with the Business.
 For the purposes of this Clause 2, any reference to engagement or employment
means engagement or employment whether under a contract or otherwise and if under
a contract includes a contract of employment, or a contract for services or any
other form of contract and the terms engage and employ and their derivatives
shall be construed in accordance with this definition.
 3.
    
    Clause 2 shall apply mutatis mutandis in relation to Subsidiaries as if the
provisions in sub-clauses (i) - (iii) and the definitions were repeated with the
substitution of the words any of the Companys Subsidiaries for BT and
Company contracts with the Director in this sub-clause on its own behalf and
on behalf of each of its Subsidiaries.4.
    
    For the avoidance of doubt it is expressly agreed that each of the sub-clauses
(i) - (iii) in Clause 2 is intended to contain separate and severable restraints
and if any one or more of such sub-clauses are for any reason unenforceable
in whole or in part, then the other sub-clauses shall nonetheless be and
remain effective.5.
    
    The Director acknowledges that the restraints contained in this Schedule and
each of them are necessary to protect the legitimate interests of the
BT Group, and that the same are no wider than reasonably necessary for that
purpose, and are reasonable as between the parties to this Agreement.6.
    
    If any of the restrictions contained in this Schedule shall be adjudged to be
void or ineffective or unenforceable for whatever reason but would be
adjudged to be valid and effective if part of the wording were deleted or the
periods reduced or the area reduced in scope, they shall apply with such
modifications as may be necessary to make them valid and effective.
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SIGNED BY
    
    
    )
    
    
    /s/ Andrew J. Parker)ANDREW J. PARKERFor and on behalf of
    
    
    )BT GROUP plc
    
    
    )SIGNED BY
    
    
    )
    
    
    /s/ Anthony Chanmugam)ANTHONY EVERARDASHIANTHA CHANMUGAM
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