**Exhibit  4.13**

 

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Eric Daniels Esq

 

  11 March 2008

 

Dear Eric,

     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 fromtime 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 1 April 2008. During    that period either you or    the Board can give the other at least three monthswritten 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 endof 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    difficultto be precise about the amount of time you should expect to spend on

| **Larry Stone**   |      |                                   |                                        |
|-------------------|-----------|----------------------------------------|---------------------------------------------|
| Company Secretary |      |                                   |                                        |
| BT Group          |      |                                   |                                        |
|              |      |                                   |                                        |
| BT Centre         | **tel**   | +44 (0)20 7356**5237                   | **BT Group plc**                            |
| 81 Newgate Street | **fax**   | +44 (0)20 7356    6135            | Registered Office:                          |
| London EC1A 7AJ   | **mob**   | +44 (0)77        4013        6290 | 81 Newgate Street, London  EC 1A 7AJ        |
| United Kingdom    | **email** | larry.stone@bt.com                     | Registered in England and Wales no. 4190816 |
|              |      |                                   | **www.bt.com**                              |

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  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 higher    commitment in the first year of your appointment whilst you familiarise yourselfwith the BT group and go through our induction programme for new directors. 

      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    directorof 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'srole 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 payableagainst 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 onthe 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. 

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**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 clearance from    the Secretary. You also undertake to keep secure any information and material    sentto 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 priorclearance from the Secretary. 

      You    will be bound by BT Group plc's Articles of Association and by the Company'sshare 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 andits 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 withthe 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 aggregateduring the period of the insurance policy is £150 million. 

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**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. Acopy of the procedure was included in your briefing pack. 

**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 todo so. 

**Acceptance**

      Please    confirm your acceptance of these terms by signing and returning to Larry    Stone the attached copyof this letter.

| Yours sincerely |
|-----------------|
|            |
|            |
|            |
| /s/ Larry Stone |
| **L W STONE**   |
|            |   |
|            |   |
|            |   |
| To:             | Larry Stone |
|            | Company Secretary |
|            |   |
|            | I confirm acceptance of my appointment on    the above terms. |

|   |                |   |     |   |
|--------|---------------------|--------|----------|--------|
|   |                |   |     |   |
|   |                |   |     |   |
|   |                |   | 11.03.08 |   |
|   | /s/ J. Eric Daniels |   |          |   |
|   | Name                |   | Date     |   |

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