Adjustments to awards

BT Group PLC
19 December 2001

Adjustment to share interest of Directors

BT Group plc

BT Group plc advises that, following the reconstruction of British
Telecommunications plc ('BT') which was completed when BT Group plc and mmO2
plc became separate listed companies on 19 November 2001, awards under BT's
share award plans held by executives of BT Group plc have been adjusted so
that they now relate solely to ordinary shares in BT Group plc ('BT Group
Shares') rather than ordinary shares in BT ('BT Shares'). Options have been
granted under the BT Group Legacy Option Plan to replace options held by
executives of BT Group plc under BT's executive share option plans.

The revised terms of awards held by executive Directors of BT Group plc under
each share award plan are as follows:

BT Incentive Share Plan (awards are subject to performance measurement based
on Total Shareholder Return)

Sir Christopher Bland     311,073 BT Group shares

Sir Peter Bonfield     776,902 BT Group shares

Philip Hampton          202,975 BT Group shares

Pierre Danon          272,559 BT Group shares

Andy Green          258,332 BT Group shares

Paul Reynolds          191,668 BT Group shares

BT Deferred Bonus Plan

Sir Peter Bonfield     418,392 BT Group shares

Philip Hampton          15,553 BT Group shares

Pierre Danon          21,872 BT Group shares

Andy Green          63,524 BT Group shares

Paul Reynolds          39,445 BT Group shares

BT Retention Share Plan

Philip Hampton          86,796 BT Group shares

Pierre Danon          104,086 BT Group shares

BT Executive Share Plan

(awards are subject to performance measurement based on Total Shareholder
Return)

Sir Peter Bonfield     578,107 BT Group shares

Pierre Danon          144,890 BT Group shares

Paul Reynolds          45,675 BT Group shares

The following option has been granted under the BT Group Legacy Option Plan to
Sir Christopher Bland:

               Revised No. of Shares under Option     Revised Exercise Price

Sir Christopher Bland               314,244            318.2298p

These adjustments have been determined by reference to the average middle
market quotations of BT Group Shares and ordinary shares in mmO2 plc for the
20 dealing days since the listing of the new companies shares - being 2.6791 p
and 85.69 p respectively. This has involved multiplying the original number of
shares under each award or option by a factor of 1.3198 and, in relation to
share options, also multiplying the original exercise price by a factor of
0.75769. The adjustment mechanism was explained in the circular issued to BT's
shareholders dated 18 September 2001.

Ends.