EX-4.3



 Exhibit 4.3 

22 October 2013 
 Warren East 

c/o A9C, BT Centre 
 81 Newgate Street 

London EC1A 7AJ 
 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 February 2014. 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 (AGM) and
then for re-election at the Company’s AGM each year. In the event that you are not re-elected by the shareholders at the AGM 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 AGM (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. 








 Exhibit 4.3 
  

 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 practices and 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. 








 Exhibit 4.3 
  

 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. 








 Exhibit 4.3 
  

 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 £195 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 
 DAN
FITZ             /s/ Dan Fitz 
  

	To:	Dan Fitz 

 Company Secretary 

I confirm acceptance of my appointment on the above terms. 
  

									
	Name	 	 /s/ Warren East
	 		  	Date	 	 23 October 2013