Exhibit 4.10

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|Maarten
      van den Bergh
      Eastwood
      7 Albury Road
      Burwood Park
      Walton on Thames
      Surrey
      KT12 5DY | 6 July 2006
|------------------------------------------------------------------------------------------------------------------------------------ | -----------



Dear Maarten,

Non-Executive Director

The Board has agreed to extend your appointment as a non-executive director of
    BT Group plc ("BT") to and including 31 August 2009. During that period either
    you or the Board can give the other at least three months written notice
    to terminate the appointment at any time.

In accordance with the Company's Articles
    of Association you may be required to stand for re-election at one of BT's
    Annual General Meetings.

This letter sets out the terms of your appointment.

You will receive fees for your services as
    a director of £65,000 a year for the period to and including 30 September
    2006. This includes membership of the Audit Committee, Nominating Committee,
    Remuneration Committee and Chairmanship of the Pension Scheme Performance
    Review Group to which you have been appointed.

Deputy Chairman

Upon the recommendation of the Nominating
    Committee, the Board of BT appointed you as a non-executive Deputy Chairman
    and senior independent director ("Deputy Chairman") from and including
    1 October 2006.



|Larry StoneCompany Secretary
      BT Group
      BT Centre
      81 Newgate Street
      London EC1A 7AJ
      United Kingdom | tel faxmob email | +44 (0)20 7356 5237
      +44 (0)20 7356 6135
      +44 (0)7740 136290
      larry.stone@bt.com | BT Group plc
      Registered Office:
      81 Newgate Street, London EC1A 7AJ
      Registered in England and Wales no. 4190816www.bt.com
|------------------------------------------------------------------------------------------------------------------------------ | ---------------- | ----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------

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Time commitment

You are expected to attend all meetings of
    the Board and those Board Committees to which you are appointed (and if you
    cannot attend any meeting to advise the Secretary in advance), the Annual
    General Meeting, appropriate investor meetings and one or more Board away
    days. In addition, you will be expected to devote appropriate preparation
    time ahead of each Board and Board Committee meeting and to take part in
    at least one visit each year to one of BT's offices or other sites.

By accepting this appointment, you have confirmed
    that you are able to allocate sufficient time to meet the expectations of
    your role. The agreement of the Chairman should be sought before accepting
    additional commitments that might affect the time you are able to devote
    to your role as a non-executive Deputy Chairman.

Role

Non-executive directors have the same general
    legal responsibilities to BT as any other director. The Board's principal
    focus is the strategic direction, development and control of the group. In
    support of this it approves the group's values, business practice policies,
    strategic plans, annual budgets and the group's overall system of internal
    controls, governance and compliance authorities. It also has oversight and
    control of the group's operating and financial performance. These responsibilities
    are set out in the formal statement of the Board's role which you received
    in your directors' briefing pack.

Fees and expenses

You will receive fees for your services as
    a Deputy Chairman of £120,000 a year for the period from and including
    1 October 2006. This includes membership of the Audit Committee and Nominating
    Committee, and Chairmanship of both the Remuneration Committee and the Pension
    Scheme Performance Review Group to which you have been appointed. You will
    not be entitled to additional fees for each further committee to which you
    are appointed.

BT will either pay or reimburse you for all
    travelling, hotel and other expenses incurred on the Company's business.

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Outside interests

It is accepted and acknowledged that you
    have business interests other than those of BT. You are required to disclose
    to the Board, via the Secretary, any interests you have at the date of your
    appointment. Advice on notifiable interests was enclosed in your briefing
    pack. In the event that you become aware of any further potential conflict
    of interest during your period of appointment, you must disclose this to
    the Secretary as soon as it becomes apparent.

Confidentiality and share dealings

All information acquired during your appointment
    is confidential to BT and should not be released (by whatever means), either
    during your appointment or following termination, to third parties without
    prior clearance from the Secretary. You also undertake to keep secure any
    information and material sent to you.

Your attention is also drawn to the requirements
    under both legislation and regulation as to the disclosure of price sensitive
    information. You should avoid making any statements that might risk breaching
    these requirements without prior clearance from the Secretary.

You will be bound by BT's Articles of Association
    and by the Company's share dealing code.

Briefings

The Company has in place arrangements to
    complement the briefing material you have already received about the BT group
    through an on-going programme to keep you informed about BT's businesses,
    activities and developments, the communications industry and the regulatory
    environment. This includes meetings with executive management and BT's external
    auditors. We will also arrange a tailored package of visits so you can see
    BT and its people at work.

Review

The performance of the Board and its committees
    is evaluated annually. If, in the interim, there are any matters which cause
    you concern about your role you should discuss them with the Chairman or
    the Secretary as soon as is appropriate.

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Insurance

You are covered by the Company's directors'
and officers' liability insurance.

Independent professional advice

The Company has a procedure for its directors,
    in furtherance of their duties, to take independent advice if necessary,
    at the BT's expense. If you feel it necessary to seek such advice, please
    contact the Secretary first. A copy of the procedure was included in your
    briefing pack.

Termination

Upon termination of your appointment you
    will at the BT's request promptly resign in writing as a director of BT Group
    plc. The Secretary is irrevocably authorised to sign a letter of resignation
    on your behalf if you fail to do so.

Acceptance

Please confirm your acceptance of these terms
    by signing and returning to me the attached copy of this letter.



Yours sincerely

/s/ Larry Stone

L W STONE

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|To: | Larry Stone      
|--- | -----------------
|    | Company Secretary

I confirm acceptance of my appointment on
the above terms.

|/s/ M van den Bergh |  | July 6, 2006 | 
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|Name                |  | Date         | 

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