0001144204-07-034087 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • June 28th, 2007 • Bt Group PLC • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 1, dated as of , 2007 (the "Amendment"), to the Deposit Agreement dated as of November 8, 2001 (as amended hereby, the "Deposit Agreement"), among BT Group plc, incorporated under the laws of England and Wales (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American depositary receipts ("Receipts") issued thereunder.

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