**Exhibit 4.5**

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Matti AlahuhtaPresidentKone CorporationPO Box 7Espoo 02150Finland

10 January 2006

Dear Matti,

Upon the recommendation of the Nominating Committee, the Board of BT Group plc    has appointed you as a non-executive director. This letter sets out the terms    of your appointment. 

**Appointment**

Your appointment is for an initial period of three years from 1 February 2006. 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 preparationtime ahead of each Board and Board Committee meeting and to**take part in at least one visit each 

 

| **Sir Christopher Bland**Chairman      BT Group      BT Centre      81 Newgate Street      London EC1A 7AJ      United Kingdom | **tel** (020) 7356        4324**int** +44 20 7356 4324**fax** (020) 7600 8197**int** +44 20 7600 8197 |   | **BT Group plc**      Registered Office:      81 Newgate Street, London EC1A 7AJ      Registered in England and Wales no. 4190816**www.bt.com** |
|--------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|

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year to one of BT’s offices or other    sites.Itis difficult to be precise about the amount of time you should expect to spendon this work, but we estimate that you should allow a minimum of 22 days eachyear, subject to Committee commitments. You should allow a slightly higher commitmentin the first year of your appointment whilst you familiarise yourself with theBT group and go through our induction programme for new directors. 

By accepting this appointment, you have confirmed that you are able to allocatesufficient time to meet the expectations of your role. The agreement of the Chairmanshould be sought before accepting additional commitments that might affect thetime you are able to devote to your role as a non-executivedirector of the Company.

**Role**

Non-executive directors have the same general legal responsibilitiesto the Company as any other director. The Board’sprincipal focus is the strategic direction, development and control of the group.In support of this it approves the group’svalues, business practice policies, strategic plans, annual budgets and the group’soverall system of internal controls,governance and compliance authorities. It also has oversight and control of thegroup’soperating and financial performance. These responsibilities are set out in theformal 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 £40,000 a year.You will be entitled to additional fees at the rate of £5,000 a year foreach Board committee to which you are appointed, and an additional £5,000a year for each committee you are appointed to chair.

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

**Outside interests**

It is accepted and acknowledged that you have business interests other than thoseof 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 notifiableinterests is enclosed in your briefing pack. In the event that you become awareof any further potential conflict of interest during your period of appointment,you must disclose this to the Secretary as soon as it becomes apparent.

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**Confidentiality and share dealings**

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

Your attention is also drawn to the requirements under both legislation and regulationas to the disclosure of price sensitive information. You should avoid makingany statements that might risk breaching these requirements without prior clearancefrom the Secretary.

You will be bound by BT Group plc’sArticles of Association and by the Company’sshare dealing code.

**Briefings**

The Company has in placearrangements to complement the briefing material you have already received aboutthe BT group through an on-going programme to keep you informed about the Company’sbusinesses, activities and developments, the communications industry and theregulatory environment. This includes meetings with executive management in theCompany and the Company’s external auditors. We will also arrange a tailoredpackage 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, inthe interim, there are any matters which cause you concern about your role youshould discuss them with the Chairman or the Secretary as soon as is appropriate.

**Insurance**

You are covered by the Company’s directors’ and officers’ liabilityinsurance. The current limit in respect of any one claim or all claims in aggregateduring 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 youfeelit necessary to seek such advice, please contact the Secretary first. A copyof 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 promptlyresign in writing as a director of BT Group plc. The Secretary is irrevocablyauthorised 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 LarryStone the attached copy of this letter.

Yours ever,

/s/ ChristopherBland

Sir Christopher Bland

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

 I confirm acceptance of my appointment onthe above terms.

| /s/ Matti Alahuhta |  | 11.1.2006 |   |
|--------------------|--|-----------|--------|
|                    |  |           |   |
| Name               |  | Date      |   |

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