Fixed contract to January 2009 to be replaced by a standard contract with 12 months’ notice on either side and annual re-election, with immediate effect;

Award of up to 5.5 million shares on demanding performance criteria, within an existing Cable & Wireless share scheme. Zero shares vest for total shareholder return at the mid point of the comparator group of companies in the FTSE Global Telecoms Index, through to 100% vesting for performance in the top ten per cent of this comparator group, on a straight line scale. The award is based on a three year performance period, starting from the date of the award on 6 June 2007. The award will be deferred for one year if earlier vesting is triggered by an event such as a sale of a business unit or demerger, apart from in exceptional circumstances. The award is conditional on the Chairman’s re-election at the Cable & Wireless Annual General Meeting (AGM) on 20 July 2007;

The Chairman’s personal holding of 3.5 million shares to be retained for the duration of his appointment; and

No change to his current salary or fee arrangements, which include a salary of £386,000 per annum, but no bonus or pension payments.

Removal of the £20 million cap on the amount that can be received by an individual;

Cable & Wireless to have the option to make some or all of any reward in excess of £20 million in the form of Cable and Wireless plc shares, rather than cash;

Cable & Wireless to have the option to defer rewards over £20 million for up to one year in the case of an earlier vesting event or at the end of the LTIP performance period i.e. until April 2011; and

Any individual to hold one times their salary in Cable and Wireless plc shares (in addition to any shareholding at 1 April 2007) once their reward pool is £15 million or above, if removal of the cap is to apply to that individual. This will significantly increase the amount of personal capital tied up in Cable & Wireless shares.