Martin Broughton

Chairman 


Chumpol
NaLamlieng

British Airways Plc

Waterside HBB3

P O Box 365

Harmondsworth

UB7 0GB


16 September, 2005





NON-EXECUTIVE
DIRECTOR APPOINTMENT


I am writing
formally to confirm the terms of our offer to you to join the Board of British
Airways Plc (‘the Company’) as a Non-Executive Director. This letter sets out
the terms of your appointment and it is agreed that this is a contract for
services and is not a contract of employment.


Appointment


Your
appointment will be for a co-opted period commencing on 1 November, 2005 until
the close of Annual General Meeting on 18 July, 2006 followed by an initial
term of three years ending at the close of the Annual General Meeting in
2009, unless otherwise terminated earlier by and at the discretion of either
party upon one month’s written notice but subject always to the provisions to
the Company’s Articles. Continuation of your contract of appointment is
contingent on satisfactory performance and re-election at forthcoming Annual
General Meetings. Non-Executive Directors are typically expected to serve two
three-year terms, although the Board may invite you to serve for an additional
period. It is unlikely that the contract would be extended beyond a third term.


Board Committees


It is normal
practice for all of the Company’s Non-Executive Directors to also serve on Board
Committees. On appointment, we would like you to serve on the Audit Committee.
The Company Secretary will provide you with the current terms of reference of
the Board’s Committees separately.


Directors: M F Broughton (Chairman), R I
Eddington KBE (Chief Executive), W M Walsh (Chief Executive Designate),

J F Rishton (Chief Financial Officer), M A Street OBE (Director of Customer
Service & Operations),

M P George (Commercial Director), M A van den Bergh, D P B Kingsmill CBE, Dr M P
Read,

A C Reed, K P R Smart CBE, Baroness Symons of Vernham Dean


British Airways Plc

Registered Office: Waterside PO Box 365 Harmondsworth UB7 0GB

Registered in England No. 1777777









Chumpol
Nalamlieng

16 September, 2005

Page 2 of 4


Time commitment


Overall we
anticipate a time commitment of fifteen days per year after the induction
phase. This will include attendance at eight Board meetings, the Annual General
Meeting, one annual Board away day, the meetings of the Board Committees and at
least one site visit per year. One or possibly two of the Board meetings each
year will be held away from London, and generally these will be at destination
on the company’s route network. The Company Secretary will forward to you a
schedule of meetings for the remaining months of 2005 and for 2006. In
addition, you will be expected to devote appropriate preparation time ahead of
each meeting. 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 as a whole is collectively responsible for promoting
the success of the Company by directing and supervising the Company’s affairs.
All Directors must take decisions objectively in the interests of the Company.


The Board:


	
 

	
 

	
 


	
 

	
•

	
provides
  entrepreneurial leadership of the Company within a framework of prudent and
  effective controls which enable risk to be assessed and managed;


	
 

	
 

	
 


	
 

	
•

	
sets the
  Company’s strategic aims, ensures that the necessary financial and human
  resources are in place for the Company to meet its objectives, and reviews
  management performance; and


	
 

	
 

	
 


	
 

	
•

	
sets the
  Company’s values and standards and ensures that its obligations to its
  shareholders and others and understood and met.





In addition to
these requirements of all Directors, the role of the non-executive has the
following key elements:


	
 

	
 

	
 


	
 

	
•

	
Strategy: Non-Executive Directors should
  constructively challenge and contribute to the development of strategy;


	
 

	
 

	
 


	
 

	
•

	
Performance: Non-Executive Directors should
  scrutinize the performance of management in meeting agreed goals and
  objectives and monitor the reporting of performance;


	
 

	
 

	
 


	
 

	
•

	
Risk: Non-Executive Directors should satisfy
  themselves as to the integrity of financial information, that financial
  controls are sound and that the systems of risk management are robust and
  defensible; and


	
 

	
 

	
 


	
 

	
•

	
People: Non-Executive Directors, through the
  Remuneration Committee, are responsible for determining appropriate levels of
  remuneration of Executive Directors and have a prime role in appointing, and
  where necessary removing, senior management and in succession planning.










Chumpol
Nalamlieng

16 September, 2005

Page 3 of 4


Fees


You will be paid a fee of £35,000 gross per annum, to include your membership of
Board Committees. This will be paid monthly in arrears, and will be subject to
review from time to time. The level of fees for our Non-Executive Directors
(other than the Chairman) is determined by the Executive Directors on the
recommendation of the Chairman. The Company will reimburse you for all
reasonable and properly documented expenses you incur in performing the duties
of your office.


Outside interests


It is accepted
and acknowledged that you have business interests other than those of the Company
and have declared and conflicts that are apparent at present. In the event that
you become aware of any potential conflicts of interest, these should be
disclosed to the Chairman and Company Secretary as soon as apparent.


The Board of
the Company has determined you to be independent (i) according to provision
A.3.1 of The Combined Code on Corporate Governance (July 2003) and (ii) for the
purposes of the Corporate Governance Rules proposed by the New York Stock
Exchange (October 2003).


Confidentiality


All
information acquired during your appointment is confidential to the Company and
should not be released, either during your appointment or following termination
(by whatever means), to third parties without prior clearance from the
Chairman.


Your attention
is also drawn to the requirements under both legislation and regulation as to
the disclosure of price sensitive information. Consequently you should avoid
making any statements that might risk a breach of these requirements without
prior clearance from the Chairman or Company Secretary.


Induction


As a result of
your appointment, you will become subject to the Company’s policies on Insider
Dealing, Business Conduct and Price Sensitive Information as well as to the
provisions of the City Code on Takeovers, the Listing Rules and the
regulations of the two stock exchanges. The Company Secretary will
therefore arrange for a comprehensive, formal and tailored induction covering
these and other areas which will commence at the time, or as soon as possible
after, your appointment takes effect. He will also arrange for site visits and
meetings with senior and middle management and the Company’s auditors. Should
it be deemed appropriate, he will also arrange for you to meet some of our
major investors in the first twelve months of your appointment.


Review process


The
performance of individual Directors and the whole Board and its Committees is
evaluated annually. If, in the interim, there are any matters which cause you
concern






Chumpol
Nalamlieng

16 September, 2005

Page 4 of 4


about your
role you should discuss them with the Chairman as soon as is appropriate.


Indemnity and Insurance


The Company Secretary will arrange for the execution of a deed of indemnity in your favour
in relation to this appointment. The Company has Directors’ and Officers’
liability insurance and it is intended to maintain such cover for the full term
of your appointment. The current indemnity limit is £100 million in
aggregate. The Company Secretary will provide you with fuller details as part of
your induction programme.


Independent professional advice


Occasions may
arise when you consider that you need professional advice in the furtherance of
your duties as a Director. Circumstances may occur when it will be appropriate
for you to seek advice from independent advisors at the Company’s expense. This
should be obtained in accordance with the Board’s agreed procedure details of
which the Company Secretary will provide as part of your induction. The Company
will reimburse the full cost of expenditure incurred in accordance with the
policy.


Further information


The Company
Secretary will write to you separately with the additional information referred
to in this letter and he will also cover the other formal matters which have to be
dealt with in connection with your appointment.


I trust this
letter sets out the agreed basis of your appointment and I should be grateful
if you formally confirm your acceptance of the appointment and agreement to the
terms as soon as convenient by signing and returning the enclosed duplicate
letter.


Yours
sincerely,





I confirm my
agreement to the foregoing.


	
 

	
 

	
 

	
 


	
Signed:

	


	
Date: 

	
2 NOVEMBER,
  2005


	
 

	
Chumpol NaLamlieng