**Exhibit 4.14**

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| Deborah        Lathen      Lathen Consulting LLC      1607 Allison Street NW      Washington DC 20011      USA | 22 December    2006 |
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Dear Deborah,

Upon the recommendation of the Nominating Committee,the Board of BT Group plc has appointed you as a non-executive director and asa member of the Remuneration Committee. This letter sets out the terms of yourappointment.

**Appointment**

Your appointment is for an initial period    of three years from 1 February 2007. 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

| **Larry Stone**Company Secretary      BT Group      BT Centre      81 Newgate Street      London EC1A 7AJ      United Kingdom | **tel****fax****mob****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. 4190816**www.bt.com** |
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 preparation    time ahead of each Board and Board Committee meeting and to take part inat 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 higher commitment    in the first year of your appointment whilst you familiarise yourself with    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 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 £45,000 a year. This includes £5,000 for being    a member    of the Remuneration Committee. You will be entitled to additional fees at    the rate of £5,000 a year for each additional Board committee to which    you are appointed, and an additional £5,000 a 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's    business.

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**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 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 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.

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**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.

**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 Stone

**L W STONE**

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

I confirm acceptance of my appointment onthe above terms.

| /s/ Deborah Lathen |  | 11/1/07 |   |
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