Exhibit 4.10

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Hanif LalaniGroup Finance Director
A3TBT Centre

17 October 2005

Dear Hanif,

Amendment to Director’s Service Contract

As we have discussed, it has been agreed to make some changes to the pensions
provisions in your Directors Service Contract dated 2 February 2005

Paragraph 6 will be replaced in its entirety with the following:

|6.1 | The
        Director will continue to be eligible to participate as a member of Section
    B of the BT Pension Scheme (BTPS).                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                   
|6.2 | The
        Director will be credited with an additional 27 days pensionable service
        for each year of pensionable service from the Commencement Date, and
    a pro rata amount for any part of a year.                                                   
|    |                                                                                                                                                                                                                                                                   
|6.3 | The
        total BTPS benefits are subject to Inland Revenue limits and may need
    to be reduced so as not to exceed those limits from time to time in force.                                                                                                  
|    |                                                                                                                                                                                                                                                                   
|6.4 | The
        pension payable to the Directors spouse in the event of his death
        in service will be increased from one-half to two-thirds of his prospective
        pension at age 60, including the pension equivalent of the cash lump
    sum.          
|    |                                                                                                                                                                                                                                                                   
|6.5 | The
        pension payable to the Directors spouse in the event of his death after
        retirement will be increased from one-half to two-thirds of his pension
        in payment, including the pension equivalent of any lump sum taken at
    retirement.



|Larry StoneCompany Secretary
      BT Group
      BT Centre
      81 Newgate Street
      London EC1A 7AJ
      United Kingdom | tel faxmob e-mail | +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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|6.6 | All other benefits will remain as
    set out in Section B of the BTPS Rules as enhanced under this Paragraph.
|--- | --------------------------------------------------------------------------------------------------------------

To acknowledge your acceptance of this variation
    of your Service Contract, will you please return the enclosed duplicate of
this letter with the form of acceptance duly signed.

Yours sincerely

/s/ L W Stone

Larry STONE



Accepted and Agreed

|/s/Hanif
    Lalani | Dated | 17.10.2005 | 
|------------------- | ----- | ---------- | 
|                    |       |            | 
|Hanif Lalani        |       |            | 
|                    |       |            | 

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