EXHIBIT 4.25






Exhibit 4.25



	 	 	 
	Stephen Scott

Group General Counsel and Company Secretary
	 	
	 
	 	 
	27 July 2005
	 	 





	 	 	 	 	 
	Mr Andy Halford
	 	Our Ref:
	 	SRS/je/3713
	The Oxdrove House
	 	Direct line:
	 	+44 1635 673915
	Burghclere
	 	Direct fax:
	 	+44 1635 580761
	Berkshire
	 	 	 	 
	RG20 9HJ
	 	 	 	 





Dear Andy


INDEMNIFICATION OF DIRECTORS


Until April of this year, the Company was only able to indemnify a Director for liability incurred
in his or her capacity as Director once judgment was given in favour of the Director or the
Director was acquitted. The Companies (Audit, Investigations and Community Enterprise) Act 2004
came into force in April 2005 and expands the circumstances under which a Director can be
indemnified.


At the AGM of the Company held on 26 July 2005, the shareholders approved amendments to the
Memorandum and Articles of Association of the Company to enable the Company to indemnify its
Directors in accordance with the new legislation.


As a result, and with immediate effect, the Board has instructed me to advise you that the Company
has granted and hereby confirms the grant of the following indemnity to you in relation to
liability incurred in your capacity as Director:



	(i)	 	The Company will provide funds to cover costs as incurred by you in defending legal
proceedings brought against you in your capacity as, or as a result of your being or having
been, a Director of the Company including criminal proceedings and proceedings brought by the
Company itself or an Associated Company;
	 
	(ii)	 	The Company will indemnify you in respect of any proceedings brought by third parties,
including both legal and financial costs of an adverse judgment brought against you in your
capacity as, or as a result of your being or having been, a Director of the Company; and
	 
	(iii)	 	The Company will indemnify you for liability incurred in connection with any application
made to a court for relief from liability, where the court grants such relief.




For the avoidance of doubt and in accordance with the new legislation, the indemnity granted does
not cover:



	(i)	 	Unsuccessful defence of criminal proceedings, in which instance the Company would seek
reimbursement for any funds advanced;
	 
	(ii)	 	Unsuccessful defence of an action brought by the Company itself or an Associated Company,
in which instance the Company would seek reimbursement for any funds advanced:




Vodafone Group Plc

Company Secretary’s & Legal Department

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

Telephone: +44 1635 33251, Facsimile: +44 1635 580857


Registered Office: Vodafone House,
The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679


 







 









	(iii)	 	Fines imposed by regulatory bodies;
	 
	(iv)	 	Fines imposed in criminal proceedings; and
	 
	(v)	 	Liability incurred in connection with any application under Section 144(3) or (4) of the
Companies Act 1985 (acquisition of shares by innocent nominee) or section 727 of the Companies Act
1985 (general power to grant relief in case of honest and reasonable conduct), where the court
refuses to grant you relief, and such refusal is final. (For reference, a summary of these sections
is appended to this letter).




The indemnity is provided for all claims arising from today’s date, even if the action giving
rise to the claim occurred before the Company had the authority to grant an indemnity in
accordance with the new legislation. Prior to today’s date, your right to indemnification is as
set out in your Service Agreement and the Articles of Association of the Company.


It is a condition of the provision of this indemnity that you shall notify the Company without
delay upon becoming aware of any claim or potential claim against you and that you have a duty
to mitigate any loss incurred.


The Company maintains Directors and Officers insurance as additional cover for Directors which,
if the insurance policy so permits, may provide funds in circumstances where the law prohibits
the Company from indemnifying Directors.


If you have any queries in relation to this letter let me know. If not, please counter-sign the
enclosed copy of this letter and return it to me at your earliest convenience.


Yours sincerely





I accept the terms of this letter



	 	 	 

	/s/ [ILLEGIBLE]
	 	Date 27 July 2005




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APPENDIX


Section 144(3) and (4) Companies Act 1985


Section 144 CA 1985 governs the situation where there are partly paid up shares issued to a
Company nominee. If the nominee is called upon to pay up but fails to do so, the Directors of the
Company are jointly and severally liable with the nominee to pay such amount. Under this section
however, the court is able to excuse the Director of his or her liability if it finds that the
Director has acted honestly and reasonably in the circumstances and ought fairly to be excused
from liability. If the Director is so excused, the indemnity granted by the Company will cover
costs incurred by the Director in relation to the proceedings. If the court refuses to grant such
relief, the Company will not be permitted to indemnify the Director for costs incurred.


Section 727 Companies Act 1985


The Court has power under s.727 CA 1985 in any proceedings that come before it concerning
negligence, default, breach of duty or breach of trust against a Director to relieve him or her
from liability if having regard to all the circumstances of the case it finds that the Director has
acted honestly and reasonably and ought fairly to be excused from liability. If the Director is
excused, the Company will indemnify the Director for any costs incurred in relation to the
proceedings but if relief is refused, the Company will not be permitted under the new legislation
to indemnify the Director.


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