Exhibit
  4.14



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|Rt
    Hon Patricia Hewitt MP |                  
|----------------------------- | -----------------
|                              |                  
|                              | 12
    March 2008

Dear Patricia,

Upon
    the recommendation of the Nominating Committee, the Board of BT Group plc
    has appointed you as a non-executive
    director. You will also be appointed to such Board Committees as may from
time to time be agreed. This letter sets out the terms of your appointment.

Appointment

Your
    appointment is for an initial period of three years from 24 March 2008. 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 will be required
    to stand
      for
      election at the
      Company's next
    Annual General
    Meeting and during your period of appointment you may be required to stand
    for re-election at subsequent Annual General Meetings. Subject to your re-election
    as a director at the Annual General Meeting and satisfactory performance
    by you
    of your duties as a non-executive director, the appointment may be continued
  at the end of the initial three year period if you and the Board agree.

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 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. It is
    difficult to be precise about the amount of time you should expect to spend
    on this work,
      but we estimate that you should allow a minimum of 22 days each year, subject
  to Committee commitments. You should allow a slightly highercommitment
  in the first year of your appointment whilst you familiarise yourself with
  the BT group and go through our induction programme for new directors.



|Larry Stone       |       |                      |                                            
|----------------- | ----- | -------------------- | -------------------------------------------
|Company Secretary |       |                      |                                            
|BT Group          |       |                      |                                            
|                  |       |                      |                                            
|BT Centre         | tel   | +44 (0)20 7356 5237  | BT Group plc                               
|81 Newgate Street | fax   | +44 (0)20 7 356 6135 | Registered office                          
|London ECIA 7AJ   | mob   | +44 (0)7740 136290   | 81 Newgate Street, London ECIA 7AJ         
|United Kingdom    | email | larry.stone@bt.com   | Registered in England and Wales no. 4190816
|                  |       |                      |                                            
|                  |       |                      | www.bt.com                                 

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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 director of the Company.

Role

Non-executive directors have the same general legal responsibilities to the Company 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 have received in your directors' briefing pack.

Fees and expenses

You will receive fees
    for your services as a director of £60,000 a
        year. In addition, Committee fees for those of which you are a member
      will be payable
against standard fee levels from time to time agreed by the Board.

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

Outside interests

It is accepted and acknowledged that you have business interests other than those
      of the Company. 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 is 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 Group plc and should not be released (by whatever means),
  either during your appointment
    or following termination, to third parties without prior clearancefrom
    the Secretary. You also undertake to keep secure any information and material
    sent to you.

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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 Group plc'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 the Company's businesses,
    activities
  and developments, the communications industry and the regulatory environment. This includes meetings with executive management in the Company and the Company'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.

Insurance

You are covered by the
    Company's directors' and officers' liability insurance. The current limit
    in respect of any
    one claim or
    all claims in aggregate
during the period of the insurance policy is £150 million.

Independent professional advice

The Company has a procedure for its directors, in furtherance of their duties,
      to take independent advice if necessary, at the Company'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.

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Termination

Upon termination of your appointment you will at the Company'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 Larry
    Stone the attached copy of this letter.



Yours sincerely



/s/ Larry StoneL W STONE



|To: | Larry
    Stone                                                |  |              
|--- | -------------------------------------------------------------- |  | -------------
|    | Company
    Secretary                                          |  |              
|    |                                                                |  |              
|    |                                                                |  |              
|    | I
    confirm acceptance of my appointment on the above terms. |  |              
|    |                                                                |  |              
|    |                                                                |  |              
|    |                                                                |  |              
|    |                                                                |  | 12 March 2008
|    | /s/ Patricia Hewitt                                            |  |              
|    | Name                                                           |  | Date         

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