EXHIBIT 4.5









Exhibit 4.5





			
	 	 	 
	
	 	






	 	 	 

	Mr Tony Ball
	 	 
	9 Lansdowne Crescent
	 	 
	LONDON
	 	 
	W11 2NH

	 	10 June 2009






Dear Tony



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 16 July 2009. 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 2010 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



 





	 	 	 	 	 	 	 	 	 
	Sir Michael Rake
	 	 	 	 	 	 	 	 
	Chairman
	 	 	 	 	 	 	 	 
	BT Group
	 	 	 	 	 	 	 	 
	BT Centre

81 Newgate Street

London EC1A 7AJ

United Kingdom


	 	tel

fax


	 	+44 (0)20 7356 4324

+44 (0)20 7600 8197

	 	
	 	BT Group plc

Registered Office:

81 Newgate Street, London EC1A 7AJ

Registered in England and Wales no. 4190816


www.bt.com










 









 







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 will receive 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 both in contracts or arrangements with BT, or ‘situational’ conflicts which refer
to a director’s duty to avoid a situation where his interests conflict, or may conflict, with the
interests of BT . Advice on notifiable interests will be 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.




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
£170 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 will be 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 Andrew Parker the
attached copy of this letter.



Yours sincerely




/s/ Andrew Parker



pp SIR MICHAEL RAKE





	To: 	 	Andrew Parker

Company Secretary
	 
	 	 	I confirm acceptance of my appointment on the above terms.





	 	 	 

	/s/ Tony Ball

	 	16/6/09
	 

	 	 
	Name

	 	Date