Starting 1st October 2009 Tier £700000.00 was introduced for BT Business One Plan and BT Business One Plan Plus.

From 18th May 2009 Business customers committing to a Committed Spend of £5000.00 per annum (excluding VAT) or more, can, by invitation only apply for the BT Business One Plan Special Offer 3 (the "Special Offer").

The following options are available within the Special Offer for capped and uncapped inland calls:

The special offer provides reduced pence per minute rates for calls to local geographic, national geographic and most UK Mobile numbers at all times of day. All other call rates and service elements are as set out in the BT Business One Plan Price List Entries (see Section 56 for details) for the relevant Commitment Period/Contract Period and tier/spend band.

Details of the options are set out below.

Qualifying Steps

In order to qualify for the Special Offer the following steps must be completed for one of the options:

1. The Customer must complete and return to BT, Sections 1 and 2 of the application form relevant to the option the Customer has chosen (the "Application Form"). The Application Form can be obtained from the Customer's Account Manager; and

2. The Customer must apply for a draft Inventory via their Account Manager. BT will produce and return the Inventory to the Customer for checking; and

3. The Customer must sign Section 3 of the Application Form. Section 3 must only be signed once the Customer is certain that the Inventory is correct.

Migration within the options

Migration Prior to the Commitment Start Date

Provided that the Customer has completed steps 1 to 3 above for one of the options the Customer may move from that option (the "Original Option") to another option with the Special Offer (the "Alternative Option") prior to the BT Business One Plan Commitment Start Date applicable to the Original Option.

Migration on or after the Commitment Start Date or the Operational Service Date

The Customer may move from an Original Option to an Alternative Option or to another tier within the Original Option, on or after the BT Business One Plan Commitment Start Date applicable to the Original Option without paying reconciliation charges, subject to the following:

1. The BT Business One Plan Committed Spend applicable to the Alternative Option is equal to or greater than the BT Business One Plan Committed Spend applicable to the Original Option;

2. The BT Business One Plan Commitment Period applicable to the Alternative Option is equal to or greater than the BT Business One Plan Commitment Period Contract Period applicable to the Original Option; and

3. The Customer's BT Business One Plan Total Contributory Spend achieved under the Original Option is 75% or more of the pro rata BT Business One Plan Adjusted Nominal Committed Spend applicable to the Original Option.

Note: Customers moving from an existing Contract to one of the options within this Special Offer will be subject to any migration, reconciliation or reward rules applicable to that existing Contract.

Exclusions

The BT Business One Plan options within the Special Offer are not available with the Exchange Line Credit Scheme (ELCS), Access Credit Scheme (ACS) or Business Line Reward (BLR) or BT Accumulate.

Special Offer Rates

1. The Special Offer Rates applicable to the option for which the Customer has contracted will apply during the BT Business One Plan Commitment Period until the Customer's BT Business One Plan contract is terminated or BT varies the rates in accordance with the Contract;

2. Nothing in this Special Offer amends the reconciliation rules set out in the BT Business One Plan terms and conditions which continue to apply;

3. The Customer's Committed Spend must be equal to or greater than £5000.00 per annum (excluding VAT).

4. Inland call rates applicable to the options within the Special Offer are as follows:

* This change may be to the significant detriment of some customers

5. UK Mobile call rates applicable to the options within the Special Offer refer to calls to chargebands fm1, fm3, fm4, fm5, fm6, fm7, fm8, fm9 and fm17 (FM17 applies to capped variants only) as follows:

* This change may be to the significant detriment of some customers

SPECIAL OFFER RATES

CAPPED OFFER

After the first 60 minutes call duration, the remainder of the call will be charged at the relevant pence per minute prices shown above.

All prices are stated exclusive of VAT.

Note 1 - information on how capped calls and set up charges are calculated and BT's fair usage policy for capped calls can be found in the BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional section of the BT Price List, see Section 56 Part 20.

Note 2 - The special offer Inland call rates apply only to Local and National calls (to 01 and 02 number ranges), calls to 0870 and 03 number ranges and other calls normally priced at g21 rates. Excludes other non-geographic numbers (e.g. calls to 0845) and calls to Premium Rate services. Applies to calls made from fixed lines only - and excludes calls made from BT Fusion, BT Broadband Voice and other VOIP products.

Note 3 - Calls to the number ranges 055114, 055554, 056, and 03 are all normally charged at G21 rates except where otherwise specified (e.g. within BTBOP).

Note 4 - All other calls are charged at the prevailing BT Business One Plan, BT Business One Plan Plus and the BT Business One Plan Traditional rates for the relevant contracted term and tier. Where there is no standard tier or term to match the special offer tier or term the nearest available tier or term will apply (ie for BTBOP 1 year special offer contracts the 2 year standard contract price shall apply).

Terms and Conditions

1. BT's standard terms and conditions for BT Business One Plan apply in addition to the terms set out in this notice. In the event of any conflict the standard terms and conditions take precedence.

2. FAIR USE POLICY

Customers may spend no more than 75% of their calls bill on UK Mobile calls in each 12 month period of their contract, effective from their Commitment Start Date. Should spend on UK Mobile calls exceed this value, the excess UK Mobile call charges will attract a surcharge of 50%. (e.g. a customer whose call spend is £10000.00 and spends £9000.00 on UK Mobile calls would be surcharged 50% of £1500.00, the excess UK Mobile call spend between actual UK Mobile call spend of £9000.00 and the maximum fair use spend of £7500.00. In this example the surcharge would be £750.00 and the actual billed amount would be £10750.00).

3.Customers who opt for BT Business One Plan Traditional Option will not be eligible for the BT Business One Plan Traditional Reward in addition to this special offer.

British Telecommunications PLC

1st October 2009