Exhibit 4.11



 Exhibit 4.11 
 Ms Karen Richardson 
 c/o BT Centre 
 81 Newgate Street 
 London 
 EC1A 7AJ 
 11 October 2011 
 Upon the recommendation of the Nominating & Governance Committee, the Board of BT Group plc (the Company) has agreed your appointment as a non-executive director. You will also be appointed to such Board
Committees as may from time to time be agreed with you. This letter sets out the terms of your appointment. 
 Appointment 

Your appointment is for an initial period of three years from 1 November 2011. 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 relevant corporate governance provisions, you will be
required to stand for election at the Company’s next Annual General Meeting and then for re-election at the Company’s Annual General Meeting each year. In the event that you are not re-elected by the shareholders at the Annual General
Meeting the appointment will terminate automatically and with immediate effect. 
 Subject to your annual re-election as a director 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 including a minimum of six meetings in
person, and those Board Committees to which you are appointed, the Annual General Meeting (in person) and any Board away days. If you cannot 







 
attend any meeting you should advise the Secretary in advance. 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 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. Additional time
commitment may also be required if the Company is undergoing a period of particularly increased activity (such as a major acquisition or capital transaction). 
 By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet what is expected of you in your role as a non-executive director. 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, while maintaining sound risk management and internal control systems. In support of this it
approves the group’s values, ethics, 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. Board members are expected to constructively challenge and help develop proposals on strategy. These responsibilities are set out in the formal statement of the Board’s role, included in your
directors’ briefing pack and are in accordance with the UK Corporate Governance Code. 
 Fees and expenses 

You will receive fees for your services as a director of £62,000 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. 
 An additional fee of £2,000 per trip will be paid for attendance at any Board and Board
Committee meetings where you have travelled to the UK. 







 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. You will be asked to review the interests notified, on an annual basis. However, any new interests which arise during your period of appointment should be notified to the
Secretary as soon as possible. 
 Confidentiality and share dealings 
 All information acquired during your appointment is confidential to the Company 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 handling and disclosure of price sensitive information. You should avoid making any statements that might breach these requirements without prior clearance from the Secretary. 

You will be bound by the Company’s Articles of Association, and by the Company’s share dealing code. 

Induction and 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 can include meetings with the Company’s executive management, major shareholders and other stakeholders and the external auditors. We will also arrange a tailored package of visits to business locations 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. 







 Individual training and development needs will be regularly reviewed and agreed with each director as part of the
Board evaluation process. 
 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 is 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 the attached copy of this letter. 
 Yours sincerely 
 /s/ Andrew J Parker 
 ANDREW PARKER 

 

	To:	Andrew Parker 

 Company Secretary 

I confirm acceptance of my appointment on the above terms. 
  

							
		 	 /s/ Karen Richardson
	  		  	 17/10/2011

	Name	 		  		  	Date