Exhibit 4.12

Francois Barrault
81 Newgate Street
London
EC1A 7AJ

17 September 2007

Dear Francois,

Amendment to Management Agreement

As has been previously discussed, it has been agreed to make changes to your Management Agreement dated April 26, 2004 with Alcoria Benelux NV.

In Article 3 the Management Fee will be 675,000 EURO.

To acknowledge your acceptance of this variation of your Management Agreement will you please return the enclosed duplicate of this letter with the form of acceptance duly signed.

Yours sincerely

/s/ Larry Stone
Larry Stone

Accepted and Agreed

Signature	/s/ Francois Barrault
	Francois Barrault

Dated 17/9/07

Larry Stone
Company Secretary
BT Group
BT Centre	tel	+44 (0)20 7356 5237	BT Group plc
81 Newgate Street	fax	+44 (0)20 7356 6135	Registered Office:
London EC1A 7AJ	mob	+44 (0)7740 136290	81 Newgate Street, London EClA 7AJ
United Kingdom	email	larry.stone@bt.com	Registered in England and Wales no. 4190816
			www.bt.com