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                                                                               1

                Corporations Law of Australian Capital Territory


                                  Constitution

                                       of

                           TELSTRA CORPORATION LIMITED


                           A company limited by shares


                               \s\ Douglas Gration
                                 Douglas Gration
                                Company Secretary
                                    Level 41
                              242 Exhibition Street
                               Melbourne VIC 3000

                          Effective 14th November 2003

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                                                                               1

                Corporations Law of Australian Capital Territory

                                  Constitution

                                       of

                           Telstra Corporation Limited

                           A Company Limited by Shares


1    Preliminary
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Definitions
          1.1   The following words have these meanings in this Constitution
                unless the contrary intention appears.

     ALTERNATE DIRECTOR means a person appointed as alternate director under
article 23.

     APPROVED NOMINATOR means a person whom the Company permits to nominate more
than two persons under article 14.19.

     APPROVED NOMINEE means a person on whose behalf an Approved Nominator holds
Shares or IRs.

     ASSOCIATE has the same meaning as in the TELSTRA ACT.

     ASX means Australian Stock Exchange Limited.

     ATTORNEY includes:

               (a)  a person appointed as an attorney under article 14.18; and

               (b)  for the purposes of articles 10.2, 12.19, 13.1, 13.2, 13.4,
                    13.5, 13.7, 13.11, 13.12, 14.1, 14.2, 14.6, 14.20, 14.22,
                    14.23 and 31, a nominee of an IR Holder (other than an ESOP
                    Trustee or an Approved Nominator), an ESOP Participant or an
                    Approved Nominee appointed as an attorney under article
                    14.19.

     AUDITOR means the auditor for the time being of the Company.

     BUSINESS DAY has the same meaning as in the Listing Rules.

     CALL includes an instalment of a call.

     CHAIRMAN means the chairman of the board of directors of the Company and
Deputy Chairman means the DEPUTY CHAIRMAN of the board (if any), in both cases,
appointed under article 21.10.

     CHARGE includes a mortgage.

     CHIEF EXECUTIVE OFFICER means a person appointed as a chief executive
officer under article 22.

     CHESS means Clearing House Electronic Subregister System.

     CHESS RULES means the SCH Business Rules and the provisions of the
CORPORATIONS LAW and the Listing Rules concerning the electronic share
registration and transfer system.

     CHESS APPROVED SECURITIES means securities of the Company which are
approved by the SCH in accordance with the SCH Business Rules.

     COMMITTEES and COMMITTEE OF DIRECTORS means any Director or Directors
acting as a committee of Directors.

     COMMONWEALTH means the Commonwealth of Australia.

     COMPANY means Telstra Corporation Limited ACN 051 775 556.

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     CONSTITUTION means this Constitution as amended from time to time and a
reference to an article has a corresponding meaning.

     CORPORATIONS LAW means the Corporations Law of the Australian Capital
Territory.

     DIRECTOR means a director of the Company, and where appropriate includes an
Alternate Director.

     DIRECTORS means all or some of the Directors acting as a board.

     EMPLOYEE INCENTIVE SCHEME means an employee incentive scheme described in
article 2.9.

     ESOP PARTICIPANT means a "Participating Employee" as defined in the trust
deed relating to an ESOP Trust.

     ESOP REGISTER means the register of IR Holders kept in accordance with the
trust deed relating to an ESOP Trust.

     ESOP TRUST means a trust established in relation to Shares for the purposes
of an Employee Incentive Scheme.

     ESOP TRUSTEE means Telstra ESOP Trustee Pty Ltd ACN 080 180 285, Telstra
Growthshare Pty Ltd or any other body carrying out the function of trustee under
an ESOP Trust.

     EXECUTIVE DIRECTOR means a person appointed as executive director under
article 22.

     FINAL INSTALMENT has the same meaning as in the IR Trust Deed.

     FINAL INSTALMENT PAYMENT DATE has the same meaning as in the IR Trust Deed.

     FOREIGN MEMBER means a Member who:

               is a Foreign Person or an Associate of a Foreign Person and who
               holds an interest in the Shares registered in the name of that
               Member;

               is the registered holder of Shares in which a Foreign Person or
               an Associate of a Foreign Person has an interest; or

               is to be treated as a Foreign Member under article 7 (or the
               rules under article 7.20 (if any) then most recently published).

     FOREIGN PERSON has the same meaning as in the TELSTRA ACT.

     HIN has the same meaning as in the CHESS Rules.

     INTEREST in relation to a Share has the same meaning as in the TELSTRA ACT
but does not include any interest required to be disregarded under the TELSTRA
ACT or regulations made under that Act.

     IR means an instalment receipt issued by TIRT evidencing a beneficial
interest in underlying Shares.

     IR HOLDER means the holder of an IR.

     IR REGISTER means the register of IR Holders kept in accordance with the IR
Trust Deed.

     IR TRUST DEED means any trust deed between the Commonwealth and TIRT under
which TIRT agrees to act as a "sale scheme trustee" within the meaning of the
Telstra Act.

     LISTING RULES means the Official Listing Rules of the ASX from time to
time, as and to the extent that they apply to the Company, with any
modifications or waivers in their application to the Company which the ASX may
grant.

     MEMBER means:

               (a)  except as provided in paragraph (b), a person for the time
                    being entered in the Register as a member of the Company;
                    and

               (b)  for the purposes of any resolution to be passed by the
                    Company in general meeting and for the purposes of articles
                    1.2(k), 1.4, 10.2, 12.3, 12.4, 12.13, 12.19, 13.1 to 13.5
                    inclusive, 13.7, 13.8, 13.10 to 13.12 inclusive, 14.1 to
                    14.6 inclusive, 14.20, 14.24, 14.25, 15.5, 16.2, 18.1(f), 30
                    and 31:

                    (i)   a person, other than TIRT, an ESOP Trustee or an
                          Approved Nominator, being entered in the Register as a
                          member of the Company;

                    (ii)  each IR Holder, other than an ESOP Trustee or an
                          Approved Nominator, appointed, or whose nominee has
                          been appointed, as an attorney of TIRT under article
                          14.19;

                    (iii) each ESOP Participant appointed, or whose nominee has
                          been


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                          appointed, as an attorney of TIRT or an ESOP Trustee
                          under article 14.19; and

                    (iv)  an Approved Nominee nominated by an Approved Nominator
                          under article 14.19,

                          each of whom, in the case of paragraphs (ii), (iii)
                          and (iv), for the purposes of those articles shall be
                          taken, in substitution for the person for the time
                          being entered in the Register as a member of the
                          Company, to be the member holding the Shares
                          underlying the IRs held by them or on their behalf or
                          holding the Shares held on their behalf and also to
                          be the member to whom those Shares have been issued.

                          For the avoidance of doubt, nothing in paragraph (b)
                          prevents TIRT, an ESOP Trustee or an Approved
                          Nominator conferring powers (including, but not
                          limited to, the right to attend and vote) which it
                          would be able to confer on an attorney under article
                          14.19 were it not for paragraph (b).

     MINISTER means any Minister of State of the Commonwealth administering
Division 3 of Part 2 of the TELSTRA ACT and includes any Minister of State of
the Commonwealth or member of the Federal Executive Council for the time being
acting on behalf of such a Minister.

     MINORITY MEMBER means a Member holding for the time being an Unmarketable
Parcel or, where an Unmarketable Parcel is held jointly, means the joint
holders.

     PAID, in relation to Shares and capital, includes credited as paid.

     PROPER SCH TRANSFER has the meaning given in the CORPORATIONS LAW.

     REGISTER means the register of Members kept in accordance with the
CORPORATIONS LAW, and where appropriate includes a branch register, the IR
Register and the ESOP Register.

     REGISTERED ADDRESS means the address of:

                  (a)  a Member as shown on the Register;

                  (b)  an IR Holder as shown on the IR Register;

                  (c)  an ESOP Participant as shown on the ESOP Register; and

                  (d)  any other person relevant for the purposes of this
                       Constitution which address has been given by TIRT to
                       the Directors.

     REGISTERED OFFICE means the registered office for the time being of the
Company.

     RELATED BODY CORPORATE and SUBSIDIARY have the same meanings as in the
CORPORATIONS LAW.

     REPRESENTATIVE means a person appointed to represent a corporate Member at
a general meeting of the Company in accordance with the Corporations Law and a
representative of the Commonwealth referred to in article 13.21.

     RESTRICTED SECURITIES has the same meaning as in the Listing Rules.

     RESTRICTION AGREEMENT means a restriction agreement within the meaning and
for the purposes of the Listing Rules.

     RULES means, at any time, the rules, procedures and matters (if any) then
most recently adopted and published by the Directors under article 7.20.

     SCH means ASX Settlement and Transfer Corporation Pry Limited ACN 008 504
532 or such other body corporate as is approved as the Securities Clearing House
under the Corporations Law.

     SCH BUSINESS RULES means the Business Rules made by SCH.

     SEAL includes the common seal of the Company and any duplicate common seal
or official seal of the Company.

     SECRETARY means a person appointed as a secretary of the Company, and where
appropriate includes an acting secretary or a person appointed by the Directors
to perform all or any of the duties of a secretary of the Company.


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     Share means share in the capital of the Company.
     SRN has the same meaning as in the CHESS Rules.
     Telstra Act means the Telstra Corporation Act 1991.
     TIRT means Telstra Instalment Receipt Trustee Limited (ACN 080 176 334) or
any other body carrying out the function of a sale "scheme trustee" within the
meaning of the Telstra Act.
     Unacceptable Foreign Ownership Situation has the same meaning as
"unacceptable foreign ownership situation" in the Telstra Act.
     Unacceptable Individual Foreign Ownership Situation means the Unacceptable
Foreign Ownership Situation described in section 8BG(b) of the Telstra Act.
     Unmarketable Parcel means a number of Shares which is less than that
required for the time being to constitute a marketable parcel of the Shares
(within the meaning of the Listing Rules).

Interpretation
          1.2   In this Constitution unless the contrary intention appears:

                (a)  the word person includes a firm, a body corporate, an
                     unincorporated association or an authority;

                (b)  the singular includes the plural and vice versa;

                (c)  where a word or phrase is given a particular meaning, other
                     parts of speech and grammatical forms of that word or
                     phrase have corresponding meanings;

                (d)  a reference to writing includes typewriting, printing,
                     telegram, facsimile and other modes of representing or
                     reproducing words in a visible form;

                (e)  a reference to an article is a reference to one of the
                     articles of this Constitution;

                (f)  a reference to a section is a reference to a section of the
                     Corporations Law;

                (g)  a reference to the Corporations Law, the Telstra Act or any
                     other statute or to a provision of the Corporations Law,
                     the Telstra Act or any other statute, means the
                     Corporations Law, the Telstra Act or that other statute or
                     that provision as amended from time to time, or any
                     statute, code or provision enacted in its place, whether by
                     any State or Territory or the Commonwealth of Australia,
                     and includes regulations and other instruments under it;

                (h)  a reference to a Chairman or a Deputy Chairman includes a
                     reference to a Chairwoman or Deputy Chairwoman, if
                     applicable;

                (i)  a reference in general terms to holding or occupying a
                     particular office or position is a reference to any person
                     who occupies or performs the duties of that office or
                     position;

                (j)  a reference to the Listing Rules or the SCH Business Rules
                     means the Listing Rules or the SCH Business Rules as
                     amended from time to time, or any replacement of those
                     rules and is to be taken to be subject to any waiver or
                     exemption granted specifically to the Company and to any
                     other waiver or exemption from those rules in


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                     respect of which the Company has the benefit;

                (k)  the Company may, but is not obliged to, treat a Member as a
                     separate Member in respect of each separate HIN or SRN
                     under which its Shares are recorded in the Register; and

                (1)  a reference to an amount paid on a share includes an amount
                     credited as paid on that share.

          1.3   Headings and footnotes are inserted for convenience and do not
                affect the interpretation of this Constitution. Footnotes do not
                form part of the Constitution.

          1.4   Powers conferred on the Company, the Directors, a Committee of
                Directors, a Director or a Member may be exercised at any time
                and from time to time.

          1.5   The Company has, and may exercise in any way the Corporations
                Law permits, any power which under the Corporations Law a
                company limited by shares has if authorised by its articles of
                association.

Replaceable rules not to apply
          1.6   The provisions of the Corporations Law that apply as replaceable
                rules are displaced by this Constitution and accordingly do not
                apply to the Company.

2    Shares
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Issue of shares and grant of options
          2.1   Subject to the Corporations Law, the Telstra Act and the Listing
                Rules, this Constitution and any special rights conferred on the
                holders of any Shares or class of Shares:

                (a)  all unissued Shares including new Shares created on an
                     increase of capital are under the control of the Directors;

                (b)  the Directors may allot or otherwise dispose of them with
                     such preferred, deferred or other rights and subject to
                     such restrictions as to dividends, voting, return of
                     capital, payment of Calls or otherwise to such persons, on
                     such terms as they think fit;

                (c)  the Directors may on the issue of Shares differentiate
                     between the holders as to the amount of Calls to be paid
                     and the times of payment; and

                (d)  the Directors may grant to any person an option over Shares
                     during such time and for such consideration as they think
                     fit.

Preference Shares
          2.2   The Company may not issue any preference Shares nor may any
                issued Shares be converted into preference Shares unless the
                rights of the holders of the preference Shares with respect to
                repayment of capital, participation in surplus assets and
                profits, cumulative or non-cumulative dividends, voting,


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                and priority of payment of capital and dividend in relation to
                other Shares or other classes of preference Shares are set out
                in this Constitution or, if permitted by law, have been
                otherwise approved by special resolution of the Company in
                general meeting.

          2.3   If the Company proposes to issue preference Shares or to convert
                issued Shares into preference Shares and those preference Shares
                are to rank equally with or in priority to preference Shares
                already issued, unless that is expressly permitted by the terms
                of issue of the preference Shares already issued, the issue or
                conversion is to be deemed an alteration of the rights attached
                to the preference Shares already issued and article 10 applies.

          2.4   Subject to the Corporations Law, the Company may issue
                preference Shares which are, or at the option of the Company are
                to be, liable to be redeemed on such terms and in such manner as
                the Directors determine before the issue.

Interest on share capital
          2.5   Subject to the Corporations Law, the Company may pay interest on
                share capital, but interest so paid to the holders of preference
                Shares is to be deemed to satisfy wholly or pro tanto any
                dividend on the preference Shares for the period for which it is
                paid.

Joint holders
          2.6   If two or more persons are registered as the holders of a Share
                they are to be deemed to hold it as joint tenants with rights of
                survivorship and subject to articles 3.7, 14.6 and 31.2 and
                these provisions:

                (a)  they and their respective legal personal representatives
                     are to be deemed liable severally as well as jointly in
                     respect of all payments, including Calls, which ought to be
                     made in respect of the Share;

                (b)  subject to article 2.6(a), on the death of any one of them
                     the survivor or survivors are the only person or persons
                     whom the Company may recognise as having any title to the
                     Share, but the Directors may require such evidence of death
                     as they think fit;

                (c)  any one of them may give effectual receipts for any
                     dividend or other distribution or payment in respect of the
                     Share; and

                (d)  subject to article 3, the Company need not issue more than
                     one (if any) certificate for the Share.

Shares held on trust
          2.7   Subject to section 1091C and to this Constitution other than
                article 2.8, the Company may treat the registered holder of a
                Share or, except in the case of one of several joint holders,
                the Member's legal personal representative, as the absolute
                owner of the Share and is not, except as ordered by a court of
                competent jurisdiction or as required by statute, bound to
                recognise any equitable or other claim to or interest in a Share
                on the part of any other person even when the Company has notice
                of it.

          2.8   Shares held by a trustee may with the consent of the Directors
                be marked in


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                                                                               7

                the Register in such a way as to identify them as being held
                subject to the relevant trust, but nothing in this article 2.8
                derogates from article 2.7.

Employee incentive schemes
          2.9   The Directors may establish and maintain employee Share and
                option plans ("Employee Incentive Schemes") for the purpose of
                rewarding or providing incentives for employees or former
                employees of the Company or any related body corporate of the
                Company (including employees who are Directors or directors of
                any related body corporate of the Company).

          2.10  The Directors may in their absolute discretion:

                (a)  prescribe the terms and conditions of any Employee
                     Incentive Scheme including any rules in relation thereto;

                (b)  from time to time vary the terms and conditions of any
                     Employee Incentive Scheme;

                (c)  determine which persons are entitled to participate in any
                     Employee Incentive Scheme; and

                (d)  terminate or suspend any Employee Incentive Scheme.

3    Certificates and CHESS statements
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          3.1   Subject to article 3.6, a Member is entitled free of charge to:

                (a)  one certificate for all the Shares of one class registered
                     in the Member's name or to several certificates each for a
                     reasonable number of Shares forming part of the Member's
                     holding; or

                (b)  a statement of holdings required by the CHESS Rules.

          3.2   A Share certificate must:

                (a)  be under the common seal or duplicate common seal of the
                     Company or, in the case of a Share certificate relating to
                     Shares on a branch register, the common seal or duplicate
                     common seal or official seal of the Company;

                (b)  be signed or sealed in manuscript or by mechanical means in
                     accordance with article 26.10;

                (c)  comply with section 1087 and be delivered in accordance
                     with section 1096; and

                (d)  otherwise comply with, and be delivered in accordance with,
                     the Listing Rules.

          3.3   A statement of holdings must be executed in the form required
                by, and


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                delivered in accordance with, the CHESS Rules.

          3.4   If a certificate is worn out or defaced on its production to the
                Company, the Directors may order it to be cancelled and if
                cancelled, the Directors must issue a duplicate certificate in
                its place as required by the Listing Rules.

          3.5   If a certificate is lost or destroyed, on application to the
                Company by the owner in accordance with section 1089 the
                Directors must in accordance with that section, and in any other
                case may, issue a duplicate certificate in its place. Duplicate
                certificates issued in accordance with this article 3.5 must be
                clearly endorsed "Issued in replacement of certificate numbered:
                (number)".

          3.6   A fee of such amount not exceeding the prescribed amount
                referred to in section 1089 as the Directors determine may be
                charged for a duplicate certificate.

          3.7   A certificate, or statement of holdings, for Shares registered
                in the names of two or more persons may be delivered to any one
                or more of them.

          3.8   Notwithstanding any other provision of this Constitution, the
                Directors may determine:

                (a)  not to issue a certificate specifying Shares held by a
                     Member;

                (b)  to cancel such a certificate without issuing any
                     certificate in its place; or

                (c)  to issue such a certificate although previously the
                     Directors had determined not to issue such a certificate,

                if the determination is not contrary to applicable law or the
                Listing Rules.

4    Calls
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Power to make Calls
          4.1   The Directors may make calls on a Member in respect of any money
                unpaid on the Shares of that Member, if the money is not by the
                terms of issue of those Shares made payable at fixed times and a
                Member must pay the amount of a Call so made by the time and at
                the place appointed by the Directors. The Directors may revoke
                or postpone a call.

Time of Call
          4.2   A Call is to be deemed made when the resolution of the Directors
                authorising the Call is passed and may be made payable by
                instalments.

Notice of Call
          4.3   Written notice of a Call must be given in accordance with the
                Listing Rules or in any manner not inconsistent with the Listing
                Rules which the Directors determine.

Default in payment


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          4.4   If a Call is not paid by the time and at the place for payment
                the holder for the time being of the Share on which the Call was
                made must if so required by the Directors pay interest on the
                amount unpaid in respect of the Call at the rate of 18% per
                annum or such lesser rate as the Directors determine, from the
                time appointed for payment to the time of actual payment and
                must pay any expenses and damages incurred by the Company
                because of non-payment or late payment.

          4.5   A person whose Shares are forfeited or sold to enforce a lien
                ceases to be a Member in respect of those Shares and must
                surrender the certificate for the Shares (if any) to the
                Company, but until the Company receives the full amount of the
                Call, interest to the date of receipt, expenses and damages that
                person remains liable to pay them to the Company.

Actions for recovery
          4.6   In an action or other proceedings for the recovery of a Call it
                is sufficient, and conclusive, evidence of the debt to prove
                that:

                (a)  the name of the defendant is entered in the Register as the
                     holder or one of the holders of the Share in respect of
                     which the Call is claimed;

                (b)  the resolution making the Call is recorded in the minute
                     book; and

                (c)  notice of the Call was given to the defendant in accordance
                     with this Constitution,

                and it is not necessary to prove the appointment of the
                Directors who made the Call or any other matter whatever. In
                this article "defendant" includes a person against whom a
                set-off or counter-claim is alleged by the Company and "action
                or other proceedings for the recovery of a Call" is to be
                interpreted accordingly.

Prepayment
          4.7   The Directors may accept from a Member all or a part of the
                moneys unpaid on Shares held by the Member beyond the amount
                actually called or, in the case of a Call payable by
                instalments, called and payable and the Company may pay interest
                on the money advanced or so much of it as from time to time
                exceeds the amount called or called and payable at such rate as
                the Member and the Directors agree, but:

                (a)  the Directors may repay all or any part of the money
                     advanced after giving the Member one months' notice in
                     writing; and

                (b)  if capital is paid in advance that capital does not confer
                     a right to participate in profits.

Other payments on Shares deemed Calls
          4.8   If by the conditions of issue of a Share or otherwise an amount
                is made payable in one sum or by instalments on account of the
                amount of the Share, the sum or instalment is payable by the
                registered holder for the time being as if it were a Call duly
                made by the Directors and of which due notice had been


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                given and all the provisions of this Constitution as to Calls
                and the consequences of non-payment of them (including
                forfeiture, lien and sale) apply to the sum or instalment
                accordingly.

5    Forfeiture and lien
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Lien for unpaid Calls
          5.1   Subject to the Corporations Law, the Company has a first and
                paramount lien for unpaid Calls over the specific Shares on
                which Calls are made and on the proceeds of any sale of those
                Shares and the lien extends to all dividends and other
                distributions from time to time declared or made in respect of
                them, but:

                (a)  if the Company registers a transfer of a Share over which
                     it has a lien without giving notice of the lien to the
                     transferee, that Share is discharged from the lien; and

                (b)  the Directors may declare a Share to be wholly or in part
                     exempt from a lien.

Notice to pay unpaid Call
          5.2   If a Member fails to pay a Call by the time and at the place
                appointed for payment the Directors may give the Member notice
                in writing:

                (a)  requiring the Member to pay the Call together with any
                     interest as provided in article 4.4 and any expenses and
                     damages incurred by the Company because of non-payment or
                     late payment;

                (b)  specifying a time not earlier than 14 days from the date of
                     the notice and a place by and at which the Call, interest,
                     expenses and damages must be paid; and

                (c)  stating that, in the event of non-payment by that time and
                     at that place, the Shares on which the Call was made may be
                     forfeited or sold without forfeiture to enforce any lien of
                     the Company over them as the Directors determine.

Forfeiture
          5.3   If the Member does not comply with the requirement in the
                notice, the Directors may forfeit all or any of the Shares in
                respect of which the notice was given by a resolution of
                Directors to that effect or sell them without forfeiture to
                enforce any lien of the Company over them in such manner and on
                such terms as they think fit.

          5.4   If a Share is forfeited, notice of the forfeiture must be given
                to the Member in whose name it stood immediately before
                forfeiture and an entry of the forfeiture and its date must be
                made promptly in the Register although failure to do so does not
                invalidate the forfeiture.

          5.5   Forfeiture extinguishes all interest in, and all claims and
                demands against the Company relating to the forfeited Share, and
                includes all dividends and other


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                                                                              11

                distributions declared or to be made in respect of the forfeited
                Share and not actually paid or distributed before forfeiture.

          5.6   The Directors may before a forfeited Share is sold or
                re-allotted annul its forfeiture on such terms as they think
                fit.

          5.7   Subject to the Corporations Law, a forfeited Share is to be
                deemed the property of the Company and the Directors may sell or
                re-allot it in such manner and on such terms as they think fit.

          5.8   If a forfeited Share is sold or re-allotted or a Share is sold
                without forfeiture to enforce a lien, any surplus after
                satisfaction of the aggregate of the Call, interest to the date
                the consideration is received, damages and expenses, must be
                paid to the Member in whose name the Share stood immediately
                before the forfeiture or sale, the Member's legal personal
                representative or assigns or as the Member directs.

          5.9   On a sale or re-allotment after forfeiture or a sale to enforce
                a lien:

                (a)  the name of the person to whom the Shares are sold or
                     re-allotted must be entered in the Register in respect of
                     them and in the case of a sale the Directors may appoint a
                     person to execute an instrument of transfer of the Shares
                     sold;

                (b)  the person to whom the Shares are sold or re-allotted is
                     not bound to see to the regularity or validity of the
                     proceedings in relation to the forfeiture, sale or
                     re-allotment or the sale without forfeiture of the Shares
                     or to the application of the consideration and that
                     person's title to the Shares is not affected by any act,
                     omission or irregularity in those proceedings and a sale or
                     re-allotment of a Share by the Company is valid even if an
                     event referred to in article 8.1 occurs in respect of a
                     Member before the sale or re-allotment;

                (c)  a statement signed by two Directors and the Secretary that
                     the Shares have been regularly forfeited and sold or
                     re-allotted or regularly sold without forfeiture to enforce
                     a lien is conclusive evidence of that as against all
                     persons claiming to be entitled to the Shares; and

                (d)  the remedy of a person aggrieved by the forfeiture, sale or
                     re-allotment or sale without forfeiture of a Share is in
                     damages only and against the Company exclusively.

Surrender
          5.10  Subject to the Corporations Law, the Directors may accept the
                surrender of any Share and any Share surrendered may be disposed
                of by the Directors in the same manner as a forfeited Share.

Company's rights to recover payments
          5.11  If a law in force anywhere in the world imposes or purports to
                impose an immediate or future or possible liability on the
                Company to make a payment, or empowers or purports to empower a
                government or taxing authority or government official to require
                the Company to make a payment, in respect of


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                                                                              12

                a Share, transfer or transmission of a Share, or a Member or of
                any actual or contingent or prospective interest, dividend or
                other distribution or money and whether in consequence of the
                death of a Member, non-payment of any tax or duty by a Member or
                the Member's legal personal representative or otherwise and
                including but not limited to a law assessing income tax against
                the Company in respect of any such interest, dividend or other
                distribution or money:

                (a)  the Member or legal personal representative and each person
                     claiming under the Member or legal personal representative
                     are jointly and severally indebted to the Company for an
                     amount equal to the payment and must if so required by the
                     Directors indemnify the Company in advance;

                (b)  the Company may sue for that amount or indemnity in any
                     court of competent jurisdiction and has the same rights in
                     respect of the amount as it would have if the amount were
                     an overdue Call duly made by the Directors, payable when
                     demand was first made for the amount or indemnity and of
                     which due notice had been given;

                (c)  if the Shares are CHESS Approved Securities, the Directors
                     may request SCH to apply a holding lock to the Shares to
                     prevent their transfer; and

                (d)  all the provisions of this Constitution as to Calls and the
                     consequences of non-payment of them (including lien and
                     sale but not forfeiture) apply to that amount accordingly.

          5.12  Article 5.11 does not prejudice or affect any right or remedy
                which any such law may confer or purport to confer on the
                Company or which the Company may otherwise have against the
                Member or legal personal representative or a person claiming
                under the Member or legal personal representative and, as
                between the Company and the Member or legal personal
                representative and each such person, any such right or remedy
                purportedly conferred is to be deemed conferred effectively.

6    Transfer of Shares
--------------------------------------------------------------------------------
Registration
          6.1   A transfer of Shares must not be registered unless:

                (a)  in the case of CHESS Approved Securities, the transfer is
                     in accordance with the CHESS Rules; or

                (b)  in the case of any other electronic system established or
                     recognised by the Listing Rules in which the Company
                     participates, the transfer is in accordance with the rules
                     of that system; or

                (c)  in any other case, there has been lodged with the Company a
                     proper instrument of transfer duly stamped if necessary,
                     executed by the transferor and executed by the transferee
                     except where execution by


<PAGE>


                                                                              13

                     either or both the transferor and the transferee is not
                     required by the Directors or is rendered unnecessary by
                     statute

                and, subject to the remainder of this Constitution, the Listing
                Rules, the CHESS Rules and any rules referred to in article
                6.1(b) and any law (including, without limitation, the Telstra
                Act) the Directors must register a transfer of Shares if the
                transfer is in accordance with this article 6.1.

          6.2   Subject to the Corporations Law and the Listing Rules, in the
                case of a transfer of partly paid Shares under article 6.1(c)
                the transfer may not be registered unless it is endorsed by, or
                accompanied by an instrument executed by, the transferee to the
                effect that the transferee agrees to accept the Shares subject
                to the terms on which the transferor held them and to become a
                Member and be bound by this Constitution.

          6.3   The transferor remains the holder of the Shares and the Member
                in respect of them until the name of the transferee is entered
                in the Register, except as provided by the CHESS Rules.

          6.4   No fee will be charged on the registration of a transfer of
                Shares or other securities if a Proper SCH Transfer has been
                effected, unless permitted by the CHESS Rules.

Instruments of transfer
          6.5   Subject to any applicable law and the rules applicable to the
                transfers described in article 6 an instrument of transfer must
                be in the form approved by the ASX or in any other form
                acceptable to the Directors generally or in a particular case
                and must be delivered to the registered office of the Company
                (or any other place determined by the Directors) for
                registration accompanied by the certificate (if any) for the
                Shares to be transferred and such other evidence as the
                Directors may require to prove the title of the transferor and
                the transferor's right to transfer the Shares.

          6.6   An instrument of transfer which is registered must be retained
                by the Company, but an instrument of transfer which the
                Directors decline to register must (except in the case of fraud)
                be returned on demand to the person depositing it.

Restrictions on transfer
          6.7   The Directors may request SCH to apply a holding lock to prevent
                a Proper SCH Transfer of CHESS Approved Securities and may
                refuse to register a transfer:

                (a)  which is not in accordance with article 6.1;

                (b)  if the Company is permitted or required to do so under the
                     Listing Rules or by the ASX; or

                (c)  registration of which would result in a contravention of a
                     law of the Commonwealth of Australia or any of its states
                     or territories.

          6.8   If the Directors refuse to register a transfer, they must within
                five Business

<PAGE>


                                                                              14

                Days (or any other period required by the Listing Rules) from
                the date on which the transfer was lodged with the Company send
                to the lodging party notice in writing of the refusal stating
                the reason for the refusal, but failure to do so will not
                invalidate the decision of the Directors to refuse to register
                the transfer.

          6.9   A transfer may not be made to a Subsidiary of the Company
                (unless permitted by law) or knowingly registered in favour of
                an infant or person of unsound mind, but the Directors are not
                bound to enquire as to the age or soundness of mind of a
                transferee.

          6.10  Except for the legal personal representatives or the trustees of
                the estate of a deceased Member, and unless the Listing Rules or
                a law provides otherwise, the Company is not bound to register
                more than three persons as joint holders.

Compliance with CHESS Rules
          6.11  The Directors may take any steps which they consider necessary
                to comply with the CHESS Rules.

Closing Register
          6.12  The Directors may close the Register for a period or periods not
                exceeding in the aggregate 30 days in any calendar year.

Certification of transfers
          6.13  The Company may, on a person depositing with it an instrument of
                transfer signed by the intending transferor and accompanied by
                the certificate for the Shares, certify the instrument of
                transfer by endorsing on it the words "certificate lodged" or
                words to like effect and a period of certification, and issue to
                the person depositing it a certificate for the balance of the
                Shares comprised in the certificate but not in the instrument of
                transfer.

          6.14  Each such certification is to be signed by a Director or the
                Secretary or otherwise authenticated in such manner as the
                Directors prescribe.

          6.15  The Company must retain the certificate deposited until
                registration of the certified instrument of transfer or until
                the end of the period of certification (whichever is the
                earlier) and afterwards return it or a certificate for the
                balance of the Shares comprised in it to the person who
                deposited it with the Company.

          6.16  If a certified instrument of transfer is worn out, defaced, lost
                or destroyed the Company may:

                (a)  on application by the person who deposited it made in like
                     manner and on like terms as if the certified instrument of
                     transfer had been a Share certificate to which article 3.4
                     applied, certify a further transfer of the Shares comprised
                     in it; or

                (b)  refuse to certify a further instrument of transfer or to
                     register a transfer of the Shares comprised in the
                     certified instrument of transfer until after the period of
                     certification.


<PAGE>

                                                                              15

7    Limitations on foreign ownership
--------------------------------------------------------------------------------
Foreign ownership restrictions in Telstra Act
          7.1   The Telstra Act restricts the holding of particular foreign
                ownership stakes in the Company. Compliance with the
                restrictions is essential as a failure to comply is an offence
                and may lead to severe penalties.

          7.2   The purpose of this article 7 is to assist in ensuring that the
                restrictions on the holding of particular foreign ownership
                stakes in the Company contained in the Telstra Act are not
                breached and that any breach is remedied. This article 7 will
                only have effect whilst the Telstra Act restricts the holding of
                particular foreign ownership stakes in the Company.

          7.3   For the purposes of this article 7 and where appropriate, the
                Directors may, but need not, treat a Member whose Shares are
                recorded under more than one HIN or SRN as a separate Member in
                respect of each such HIN or SRN.

Information on Foreign Ownership

                (a)  Except where article 7.23 applies or the Directors
                     otherwise specify in the Rules, a Member must notify the
                     Directors in a form and in a manner approved by the
                     Directors whether the Member is or is not a Foreign Member
                     and, where the Member is a Foreign Member and has a
                     Domestic Holding and a Foreign Holding as defined in
                     article 7.4(d), that the Member does have such a Domestic
                     Holding and Foreign Holding.

                (b)  Notification under this article 7.4 must be made at the
                     same time as or within 5 Business Days after:

                     (i)  registration of a transfer or transmission application
                          under which the Member has first acquired Shares; or

                     (ii) the Member has become, or ceased to be, a Foreign
                          Member.

                (c)  Notification may be made under this article 7.4 by a broker
                     or other person on behalf of the Member.

                (d)  If a Foreign Member holds Shares ("Domestic Shares") such
                     that, if those Shares were the only Shares held by that
                     Member, the Member would not be a Foreign Member, that
                     Member may be treated, for the purposes of this article 7
                     only, by the Directors as if the Member were two separate
                     Members each holding a different holding, one of which
                     ("Domestic Holding") would represent the Domestic Shares
                     held by the Member and the other ("Foreign Holding") would
                     represent the Shares other than Domestic Shares held by the
                     Member. A Member may be allocated different HINs or SRNs
                     for the Domestic Holding and Foreign Holding of that
                     Member. Where a Member has been allocated different HINs or
                     SRNs under this article 7.4(d) the Member must ensure that
                     only Domestic Shares are recorded in the HIN or SRN of the
                     Domestic Holding. A Foreign


<PAGE>

                                                                              16

                     Member who is treated by the Directors as having a Domestic
                     Holding and a Foreign Holding but does not have separate
                     HINs or SRNs for its Domestic Holding and Foreign Holding
                     must notify the Directors of any changes in the number of
                     Shares in its Domestic Holding ("domestic portion") and the
                     number of Shares in its Foreign Holding ("foreign portion")
                     at the times and in the manner required by the Directors
                     from time to time and the Rules may specify how many Shares
                     are to be treated as being in such Member's domestic
                     portion and foreign portion at times between such
                     notifications. Where a Foreign Member is treated by the
                     Directors as having a Domestic Holding, a reference in this
                     Constitution to a Foreign Member is a reference to that
                     Member only in respect of the Foreign Holding of that
                     Member.

          7.5   A Foreign Member must, as soon as practicable, notify the
                Directors if the Foreign Member becomes aware that an
                Unacceptable Individual Foreign-Ownership Situation exists in
                relation to any Shares held by the Foreign Member or in relation
                to any person who has an interest in Shares registered in the
                name of the Member.

          7.6   The Directors may, at any time send to a Member who:

                (a)  has a foreign address; or

                (b)  who has notified the Directors (in accordance with article
                     7.4) that they are a Foreign Member; or

                (c)  has not given a notification in accordance with article
                     7.4; or

                (d)  holds more Shares than the minimum number specified by the
                     Directors in the Rules for the purposes of this article
                     7.6; or

                (e)  the Directors have reason to believe, or are concerned, may
                     be a Foreign Member; or

                (f)  the Minister has requested be sent such a request,

                a request in a form approved by the Directors which requires the
                Member to inform the Directors of any (or all) of the following:

                (i)   whether the Member is or is not a Foreign Member;

                (ii)  if a Foreign Member, the number of Shares held by the
                      Foreign Member or, if the Member is treated by the
                      Directors under article 7.4(d) as two separate Members,
                      the Member's foreign portion or the number of Shares in
                      the Member's Foreign Holding;

                (iii) whether the Member is aware that an Unacceptable
                      Individual Foreign-Ownership Situation exists in relation
                      to any Shares held by that Member or in relation to any
                      person who has an interest in Shares registered in the
                      name of the Member (and if so, the name of the relevant
                      Foreign Person and the Shares in which that person has


<PAGE>

                                                                              17

                      an interest);

                (iv)  such other information relating to foreign ownership as
                      determined by the Directors,

                (the information so requested being herein called, the "Required
                Information").

          7.7   Within the period specified by the Directors in the request
                given under article 7.6, the Member must give the Directors
                information in the form requested which:

                (a)  contains the Required Information; and

                (b)  is signed by that Member or, in the case of a corporation,
                     an officer of that Member.

          7.8   The Directors may send a request under article 7.6 which
                requires the Member to inform the Directors of the Required
                Information at the times or at the intervals specified in the
                request, in which case the Member must give the Directors
                information in the form requested at the times or the
                expirations of each interval so specified but otherwise in
                compliance with article 7.7.

Directors' power to dispose of Shares
          7.9   The Directors may, for the purpose of seeking to prevent an
                Unacceptable Foreign-Ownership Situation occurring or
                continuing, procure the disposal of Shares. In exercising this
                power, the Directors will follow the Rules.

          7.10  If the Directors believe that an Unacceptable Foreign-Ownership
                Situation exists, the Directors may (but are not obliged to), by
                notice in writing or in any other form approved by the Directors
                ("Warning Notice"), inform a Foreign Member that the Foreign
                Member may be required to dispose of Shares.

          7.11  If the Directors believe that an Unacceptable Foreign-Ownership
                Situation exists, the Directors may (but are not obliged to), by
                notice in writing or in any other form approved by the Directors
                ("Disposal Notice"), require a Foreign Member to dispose of
                Shares within a period or on a date specified in the Disposal
                Notice (the last day of that period or that date being referred
                to in this Constitution as the "Divestment Date") consistent
                with the Rules and provided further that the Disposal Notice may
                specify circumstances, consistent with Rules, in which the
                Foreign Member need not dispose of all or any of the shares the
                subject of a Disposal Notice if certain events happen.

          7.12  A Disposal Notice may require the Foreign Member to dispose of
                all or any of the Foreign Member's Shares as specified in the
                Disposal Notice.

          7.13  If a Disposal Notice is not complied with by a Foreign Member,
                the Directors may, at any time, sell all or any of the Foreign
                Member's Shares specified in the Disposal Notice.


<PAGE>

                                                                              18

          7.14  For the purposes of article 7.13:

                (a)  the Directors may sell the Foreign Member's Shares at the
                     best price reasonably obtainable at the relevant time. For
                     this purpose, any sale of Shares by the Directors on the
                     ASX will be regarded as discharging this obligation;

                (b)  each Member appoints the Company and each of the Directors
                     jointly and severally as its attorney (with power to
                     appoint sub-attorneys) in the name of the Member and on
                     behalf of the Member to execute any documents and implement
                     any procedures as may be necessary or desirable in the
                     opinion of the attorney to procure the transfer of Shares
                     on behalf of the Member; and

                (c)  the title of the transferee to any Shares so sold is not
                     affected by any irregularity or invalidity in connection
                     with the sale of the Shares to the transferee (but nothing
                     in this article 7.14 prevents the exercise by the Directors
                     of their powers under this article 7 if the transferee is a
                     Foreign Member).

Proceeds of sale
          7.15  The Company may receive and give a good discharge for the
                proceeds of a sale under article 7.13, may pay or recoup out of
                those proceeds all reasonable costs and expenses of or
                incidental to the sale (including, but not limited to, any
                brokerage, duties, taxes or registry or administration costs)
                and shall pay the net amount to the person who immediately
                before the Divestment Date was the Member in respect of the
                Shares sold ("Former Member").

Payment of net amount
          7.16  The net amount payable under article 7.15 may be paid by cheque
                posted to the Former Member at the relevant address appearing in
                the register immediately before the Divestment Date.

Exercise of powers by Directors
          7.17  The Company and its Members acknowledge and recognise that the
                exercise of the powers given to the Directors under this article
                7 may cause individual Members considerable disadvantage
                (including possible adverse financial and taxation consequences)
                but the Members and the Company acknowledge that such a result
                is necessary to enable the requirements of the Telstra Act to be
                met.

          7.18  To the fullest extent permitted by law the Directors shall be
                under no liability to the Company or any Member, and the Company
                shall be under no liability to any Member, for any loss or
                disadvantage incurred by a Member as a result, whether directly
                or indirectly, of the Directors exercising the powers provided
                by this article.

          7.19  Any resolution, determination or decision to exercise any
                discretion or power by the Directors under this article shall be
                final and conclusive and may be made or exercised by the
                Directors at their discretion including, without limitation, a
                decision to issue a Warning Notice under article 7.10, Disposal


<PAGE>

                                                                              19

                Notice under article 7.11 and to sell Shares under article 7.13.

Forms and rules
          7.20  The Directors, may from time to time, publish:

                (a)  the form (whether electronic, written or otherwise) in
                     which, and method by which, information may be provided
                     under articles 7.4 and 7.6; and

                (b)  the form of request the Directors will use for the purposes
                     of article 7.6;

                (c)  the rules the Directors will apply to determine whether to
                     issue a Warning Notice under article 7.10, a Disposal
                     Notice under article 7.11 and to require divestment of
                     Shares under article 7.13; and

                (d)  the procedures by which any divestment will be effected;

                (e)  any other matters required or permitted to be determined or
                     prescribed by the Directors under this article 7; and

                (f)  related matters.

                Such rules, procedures and matters (including circumstances in
                which a Member will be treated as a Foreign Member) may include
                provisions giving the Directors rights to deal with Shares
                (including, subject to the Listing Rules, the right to transfer
                Shares into different HINs and SRNs and apply holding locks to
                Shares) and will be binding on Members.

Register
          7.21  The Directors may establish and maintain a register ("Foreign
                Register") containing such information as they consider
                appropriate in relation to Shares held by a Foreign Member and
                foreign ownership generally.

                The Foreign Register does not form part of the register of
                members of the Company.

          7.22  The Directors may treat any Member who does not comply with
                article 7.4 or a request for information under article 7.6 as a
                Foreign Member. For this purpose, the Directors may specify one
                or more groups of Members who will be treated as Foreign Members
                in the event of non-compliance with articles 7.4 or a request
                for information under 7.6.

          7.23  The Directors shall treat as a Foreign Member:

                (a)  the Depository for the American Depository Receipts or its
                     custodian; and

                (b)  any Member holding Shares registered on any New Zealand
                     branch Share register of the Company in respect only of
                     such Shares.

                The Directors may determine that only Shares which are not, and
                are not able


<PAGE>

                                                                              20

                to become, subject to a Warning Notice or a Disposal Notice
                under articles 7.10 or 7.11 may be recorded or remain on any New
                Zealand branch Share register, and may:

                (i)  decline to record on such branch Share register; or

                (ii) in the case of Shares already so recorded, remove to the
                     Company's principal Share register,

                Shares which they believe, or are concerned, are, or are able to
                become, subject to such a notice.

          7.24  The Directors may rely on information contained in the Foreign
                Register when forming their belief as to whether or not an
                Unacceptable Foreign-Ownership Situation exists. The information
                contained in the Foreign Register is to be taken as correct
                unless proven otherwise.

Delegation
          7.25  Without limiting article 24, the Directors may delegate any of
                their powers under this article 7 to any person. The provisions
                of this article 7 apply to each person to whom the Directors
                have delegated a power under this article as if a reference to
                the Directors included a reference to that person.

Transitional
          7.26  This article 7 does not apply to TIRT except as provided in
                article 7.27, to Shares registered in the name of TIRT.

          7.27  At the time of the transfer of Shares from TIRT to IR Holders,
                TIRT must notify the Directors of all information held by it in
                relation to IR Holders (including information relating to the
                foreign ownership of IRs).

          7.28  Each Member agrees to the transfer of such information.

          7.29  If an IR Holder has received a notice from TIRT requiring the IR
                Holder, or warning that the IR Holder may be required, to
                dispose of IRs, that IR Holder will be deemed to have received a
                Warning Notice or Disposal Notice (whichever is appropriate)
                under this Constitution in respect of the Shares transferred to
                that IR holder at the same time the IR Holder received the
                notice from TIRT.

          7.30  Members do not need to comply with article 7.4 in relation to
                the transfer of Shares by TIRT to IR Holders following payment
                of the Final Instalment.

Information on Tax Residency
          7.31  A Member must upon request (in the manner and within the time
                specified) notify the Directors whether the Member is or is not
                a resident of Australia ("Resident") within the meaning of that
                term in the Income Tax Assessment Act 1936 (Cth). The Directors
                are not obliged to enquire as to whether a Member is a Resident.
                The Directors may perform their duties and exercise their powers
                under this Constitution on the assumption that a Member is not a
                Resident, and each Member releases the Directors and the Company
                from any


<PAGE>

                                                                              21

                claim, demand, suit or action in connection therewith.

8    Transmission of Shares
--------------------------------------------------------------------------------
          8.1   A person ("transmittee") becoming entitled to a Share in
                consequence of the death or bankruptcy of a Member or a vesting
                order may, on producing such evidence that the transmittee has
                the character in respect of which the transmittee proposes to
                act under this article 8.1 or of the transmittee's title as the
                Directors think sufficient, either be registered as the holder
                of the Share, or subject to the provisions of this Constitution
                as to transfers, transfer the Share.

          8.2   A person ("transmittee") lawfully administering the estate of a
                Member under the provisions of a law relating to mental health
                or the administration of the estates of patients or infirm
                persons may, on producing such evidence that the transmittee has
                the character in respect of which the transmittee proposes to
                act under this article 8.2 as the Directors think sufficient,
                subject to the provisions of this Constitution as to transfers,
                transfer any Share registered in the name of that Member.

9    Reduction of capital
--------------------------------------------------------------------------------
                The Company may reduce its share capital in accordance with the
                Corporations Law.

10   Alteration of rights
--------------------------------------------------------------------------------
          10.1  Subject to article 10.2, the Corporations Law and the Listing
                Rules, if, because of the issue of preference Shares or
                otherwise, the share capital is divided into different classes
                of Shares, the rights attached to any class (unless otherwise
                provided by the terms of issue of the Shares of that class) may,
                whether or not the Company is being wound up, be varied or
                abrogated with the consent in writing of the holders of three
                quarters of the issued Shares of that class or with the sanction
                of a special resolution passed at a separate meeting of the
                holders of the Shares of that class.

          10.2  The provisions of this Constitution relating to general meetings
                apply so far as they are capable of application and with the
                necessary changes to every separate meeting of the holders of a
                class of Shares except that a quorum is constituted by a Member
                or Members present in person or by proxy, Attorney or
                Representative, who in total hold or represent 10% of the issued
                Shares of the class and, if the Commonwealth holds Shares in
                that class of Shares one such Member must be the Commonwealth
                except that that requirement does not apply at an adjourned
                meeting if the Commonwealth received notice of the prior meeting
                (which was adjourned) and did not attend that meeting.

          10.3  Subject to article 2.3, the rights conferred on the holders of
                the Shares of any class are not to be deemed varied or abrogated
                by the creation or issue of further Shares ranking equally with
                the first-mentioned Shares unless


<PAGE>

                                                                              22

                otherwise expressly provided by the terms of issue of the Shares
                of that class.

11   Borrowing powers
--------------------------------------------------------------------------------
          11.1  The Directors may exercise all the Company's powers to borrow
                and raise money and secure any debts, liabilities, contracts or
                obligations incurred or undertaken by the Company in such manner
                and on such terms as they think fit and in particular may accept
                deposits, issue perpetual or redeemable debentures and give a
                Charge or other security over the whole or any part of the
                Company's undertaking and property (present and future)
                including its uncalled and called but unpaid capital for the
                time being.

          11.2  If any uncalled capital is included in a security:

                (a)  the Directors may by instrument under the Seal authorise
                     the person in whose favour the security is executed or any
                     other person in trust for that person to make Calls on the
                     Members in respect of that uncalled capital and the
                     provisions of this Constitution as to Calls apply with the
                     necessary changes to Calls made under that authority, which
                     may be made exercisable conditionally or unconditionally,
                     presently or contingently and to the exclusion of the
                     Directors' powers or otherwise and is assignable if so
                     expressed; and

                (b)  a person taking a subsequent security takes that security
                     subject to the earlier security and may not by notice to
                     Members or otherwise obtain priority over the earlier
                     security.

          11.3  Debentures and other securities may be made assignable free from
                any equities between the Company and the holder for the time
                being and may be issued with any special rights as to
                redemption, surrender, drawings, allotment of Shares, attending
                and voting at general meetings of the Company, appointment of
                Directors or otherwise.

12   General meetings
--------------------------------------------------------------------------------
Annual general meeting
          12.1  Annual general meetings of the Company are to be held in
                accordance with the Corporations Law.

Convening general meeting
          12.2  The Directors may convene a general meeting of the Company
                whenever they think fit.

          12.3  The Directors must convene and arrange to hold a general meeting
                at the request of Members under section 249D but except as
                provided in that section no Member or Members may call a meeting
                of the Company.

Notice of general meeting
          12.4  Notice of a meeting of Members must be given in accordance with
                section 249H subject, if applicable, to section 249HA. In
                computing the period of


<PAGE>

                                                                              23

                notice under this article 12.4, both the day on which the notice
                is given or taken to be given and the day of the meeting
                convened by it are to be disregarded.

          12.5  A notice of a general meeting:

                 (a) must set out the place, date and time of meeting, and
                     state the general nature of the business to be dealt with
                     at the meeting and, if the meeting is to be held in two or
                     more places, the technology that will be used to facilitate
                     the holding of the meeting in that manner;

                (b)  must state that:

                     (i)   a Member who is entitled to attend and cast a vote at
                           the meeting has a right to appoint a proxy;

                     (ii)  a proxy need not be a Member; and

                     (iii) a Member who is entitled to cast two or more votes
                           may appoint two proxies and may specify the
                           proportion or number of votes which each proxy is
                           appointed to exercise;

                (c)  must specify a place and a fax number for the purposes of
                     proxy appointments; and

                (d)  may specify an electronic address for the purposes of
                     receipt of proxy appointments.

          12.6  If a special resolution is to be proposed, the notice of meeting
                must set out an intention to propose the special resolution and
                state the resolution.

          12.7  The non-receipt of notice of a general meeting by, or the
                accidental omission to give notice of a general meeting to, a
                person entitled to receive notice does not invalidate any
                resolution passed at the general meeting.

Auditor's and Directors' rights to attend general meetings
          12.8  The Auditor or an agent authorised by the Auditor in writing for
                the purpose is entitled to attend any general meeting, to
                receive all notices of and other communications relating to any
                general meeting which a Member is entitled to receive and to be
                heard at any general meeting on any part of the business of the
                meeting which concerns the Auditor in that capacity, and is
                entitled to be heard notwithstanding that the Auditor retires at
                that meeting or a resolution to remove the Auditor from office
                is passed at that meeting.

          12.9  A Director is entitled to attend any general meeting, to receive
                all notices of and other communications relating to any general
                meeting which a Member is entitled to receive and to be heard at
                any general meeting on any part of the business of the meeting.

Attendance at general meetings
          12.10 The chairman of a general meeting may take any action he or she
                considers appropriate for the safety of persons attending the
                meeting and the orderly


<PAGE>

                                                                              24

                conduct of the meeting and may refuse admission to, or require
                to leave and remain out of, the meeting any person:

                (a)  in possession of a pictorial-recording or sound-recording
                     device;

                (b)  in possession of a placard or banner;

                (c)  in possession of an article considered by the chairman to
                     be dangerous, offensive or liable to cause disruption;

                (d)  who refuses to produce or to permit examination of any
                     article, or the contents of any article, in the person's
                     possession; or

                (e)  who behaves or threatens to behave in a dangerous,
                     offensive or disruptive way.

          12.11 The chairman may delegate the powers conferred by article 12.10
                to any person he or she decides.

          12.12 A person, whether a Member or not, requested by the Directors or
                the chairman to attend a general meeting is entitled to be
                present.

Postponement or cancellation of meeting
          12.13 Where a meeting of Members (including an annual general meeting)
                is convened by the Directors they may, whenever they think fit,
                cancel the meeting or postpone the holding of the meeting to a
                date and time determined by them.

          12.14 Notice of cancellation or postponement of a general meeting
                must:

                (a)  be given to each Member individually and to each other
                     person entitled to be given notice of that meeting under
                     the Corporations Law or this Constitution in accordance
                     with section 249J; and

                (b)  state the reason for cancellation or postponement.

          12.15 A notice postponing the holding of a general meeting must
                specify:

                (a)  the postponed date and time for the holding of the meeting;

                (b)  a place for the holding of the meeting which may be either
                     the same as or different from the place specified in the
                     notice convening the meeting; and

                (c)  if the meeting is to be held in two or more places, the
                     technology that will be used to facilitate the holding of
                     the meeting in that manner.

          12.16 The number of clear days from the giving of a notice postponing
                the holding of a general meeting to the date specified in that
                notice for the holding of the postponed meeting must not be less
                than the number of clear days notice required to be given by
                this Constitution or the Corporations Law of the


<PAGE>

                                                                              25

                general meeting.

          12.17 The only business that may be transacted at a general meeting
                the holding of which is postponed is the business specified in
                the notice convening the meeting.

          12.18 The accidental omission to give notice of the cancellation or
                postponement of a meeting to, or the non-receipt of any such
                notice by, a Member or person entitled to notice does not
                invalidate that cancellation or postponement or any resolution
                passed at a postponed meeting.

          12.19 If:

                (a)  by the terms of an instrument appointing a proxy or
                     Attorney or of an appointment of a Representative, a proxy
                     or Attorney or Representative is authorised to attend and
                     vote at a general meeting to be held on a specified date or
                     at a general meeting or general meetings to be held on or
                     before a specified date; and

                (b)  the date for holding the meeting is postponed to a date
                     later than the date specified in the instrument appointing
                     a proxy, Attorney or Representative,

                then, by force of this article, that later date is substituted
                for and applies to the exclusion of the date specified in the
                instrument appointing a proxy, Attorney or Representative,
                unless the Member appointing the proxy, Attorney or
                Representative gives to the Company at its Registered Office, or
                at any other place determined by the Directors, notice in
                writing to the contrary not less than 48 hours before the time
                to which the holding of the meeting has been postponed.

          12.20 Articles 12.13 to 12.19 (both inclusive) do not apply to a
                general meeting convened:

                (a)  by a Director under section 249CA;

                (b)  by the Directors on the request of Members under section
                     249D; or

                (c)  by Members under section 249F.

13   Proceedings at general meetings
--------------------------------------------------------------------------------
Quorum
          13.1  Subject to article 13.4, 3 Members present in person or by
                proxy, Attorney or Representative are a quorum at a general
                meeting, one of whom must be the Commonwealth.

          13.2  An item of business may not be transacted at a general meeting
                unless a quorum is present when the meeting proceeds to consider
                it, but if a quorum is present at the beginning of a meeting it
                is to be deemed present throughout the meeting unless the
                chairman of the meeting on the chairman's own motion


<PAGE>

                                                                              26

                or at the instance of a Member, proxy, Attorney or
                Representative who is present otherwise declares.

          13.3  If within 15 minutes after the time appointed for a meeting a
                quorum is not present, the meeting:

                (a)  if convened by a Member or Members under this Constitution
                     or the Corporations Law, stands adjourned to the same day
                     in the next week and the same time and place, or to such
                     other day, time and place as the Member or Members
                     convening the meeting appoint by notice to the Members and
                     others entitled to notice of the meeting; and

                (b)  in any other case, stands adjourned to the same day in the
                     next week and the same time and place, or to such other
                     day, time and place as the Directors appoint by notice to
                     the Members and others entitled to notice of the meeting.

          13.4  At any such adjourned meeting two Members present in person or
                by proxy, Attorney or Representative at the meeting are a quorum
                if one of these persons is the Commonwealth except that that
                requirement does not apply at an adjourned meeting if the
                Commonwealth has received notice of the prior meeting (which was
                adjourned) and did not attend that meeting. If a quorum is not
                present within 15 minutes after the time appointed for the
                adjourned meeting, the meeting is dissolved.

Chairman
          13.5  The Chairman is entitled to preside at general meetings, but if
                the Chairman is not present and able and willing to act within
                15 minutes after the time appointed for a meeting or has
                signified an intention not to be present and able and willing to
                act, the following may preside (in order of entitlement): the
                Deputy Chairman (if any), a Director chosen by a majority of the
                Directors present, the only Director present, a Member, proxy,
                Attorney or Representative chosen by a majority of the Members,
                present in person or by proxy, Attorney or Representative.

          13.6  The chairman of a general meeting may, for any item of business,
                or part of an item of business, vacate the chair in favour of
                another person nominated by the chairman.

          13.7  If there is an equality of votes the chairman of the meeting, if
                entitled to a deliberative vote as a Member, proxy, Attorney or
                Representative of a Member, has on both a show of hands and a
                poll, a casting vote in addition to any votes to which the
                chairman is entitled as a Member or proxy or Attorney or
                Representative of a Member. The chairman has a discretion both
                as to whether or not to use the casting vote and as to the way
                in which it is used.

Conduct of general meetings
          13.8  The chairman of a general meeting:

                (a)  has charge of the general conduct of the meeting and of the


<PAGE>

                                                                              27

                     procedures to be adopted at the meeting;

                (b)  may require the adoption of any procedure which is in the
                     chairman's opinion necessary or desirable for proper and
                     orderly debate or discussion and the proper and orderly
                     casting or recording of votes at the general meeting; and

                (c)  may, having regard where necessary to sections 250S and
                     250T, terminate or limit discussion or debate on any matter
                     whenever the chairman considers it necessary or desirable
                     for the proper conduct of the meeting,

                and a decision by the chairman under this article is final.

          13.9  A person present at a general meeting at the request of the
                Directors or the chairman is entitled to speak at the meeting if
                the chairman allows.

          13.10 If a separate meeting place is linked to the main place of a
                general meeting by an instantaneous audio-visual communication
                device which, by itself or in conjunction with other
                arrangements:

                (a)  gives the general body of Members in the separate meeting
                     place a reasonable opportunity to participate in
                     proceedings in the main place;

                (b)  enables the chairman to be aware of proceedings in the
                     other place; and

                (c)  enables the Members in the separate meeting place to vote
                     on a show of hands or on a poll

                a Member present at the separate meeting place is taken to be
                present at the general meeting and entitled to exercise all
                rights as if he or she was present at the main place.

          13.11 If the communication device referred to in article 13.10
                encounters a technical difficulty, whether before or during the
                meeting, which results in the matters required by articles
                13.10(a), (b) or (c) at the separate meeting place not being
                satisfied, the meeting may still be held or continue in the main
                place (and any other place which is linked under article 13.10)
                and transact business, and no Member present in person or by
                proxy, Attorney or Representative may object to the meeting
                being held or continuing. However, if the effect of this article
                13.11 has not been referred to in the notice convening the
                meeting, the business the meeting may conduct is limited to
                adjourning the meeting even if the persons in the separate
                meeting place are unable to participate.

How questions decided
          13.12 Subject to the requirements of the Corporations Law, a
                resolution is taken to be carried if a simple majority of the
                votes cast in the resolution are in favour of it. Every question
                submitted to a meeting is to be decided by a show of hands,
                unless before a vote is taken or before or immediately after the


<PAGE>

                                                                              28

                declaration of the result of the show of hands, a poll is
                demanded by:

                (a)  the chairman of the meeting;

                (b)  not less than five Members entitled to vote on the
                     resolution; or

                (c)  Members with at least 5% of the votes that may be cast on
                     the resolution on a poll, the percentage of votes that
                     Members have being worked out as at midnight before the
                     poll is demanded,

                and the demand for the poll is not withdrawn.

          13.13 Unless a poll is so demanded and the demand is not withdrawn, a
                declaration by the chairman of the meeting that the motion has
                been carried or carried unanimously or without dissent or by a
                particular majority or lost and an entry to that effect in the
                minutes of the meeting are conclusive evidence of that and it is
                not necessary to prove the number or proportion of votes cast in
                favour of or against the motion.

          13.14 If a poll is so demanded and the demand is not withdrawn, it
                must be taken in such manner and at such time and place and at
                once or after an interval or adjournment or otherwise as the
                chairman of the meeting then or subsequently determines and the
                result of the poll is to be deemed the resolution of the meeting
                at which the poll was demanded.

          13.15 A poll may not be demanded on the election of a chairman of a
                meeting and a poll demanded on a question of adjournment is to
                be taken at the meeting and without adjournment.

          13.16 A demand for a poll does not prevent the continuance of the
                meeting for the transaction of any business other than the
                question on which the poll has been demanded.

Objection to voting qualification
          13.17 Objection may not be raised to the right of a person to attend
                or vote at a meeting or adjourned meeting or to vote on a poll
                except at that meeting or adjourned meeting or when that poll is
                taken, and every vote not disallowed at the meeting or adjourned
                meeting or when the poll is taken is valid.

          13.18 If there is a dispute as to the admission or rejection of a
                vote, the chairman of the meeting must decide it and the
                chairman's decision made in good faith is final and conclusive.

Adjournment
          13.19 The chairman of a meeting may with the consent of the meeting
                adjourn the meeting from time to time and place to place, but
                the only business that may be transacted at an adjourned meeting
                is the business left unfinished at the meeting from which the
                adjournment took place and section 249W applies.

          13.20 If a meeting is adjourned for more than 14 days, notice of the
                adjournment must be given in accordance with article 12.5.


<PAGE>

                                                                              29

Representation of Commonwealth
          13.21 The Minister may act as the Commonwealth's representative at any
                meeting of the Company or may authorise one or two persons to
                act as the Commonwealth's representative at a particular meeting
                of the Company. To be effective, an authorisation must:

                (a)  be in writing and signed by the Minister and may not be in
                     respect of more than one particular meeting;

                (b)  be received by the Company at the Registered Office not
                     less than 24 hours before the time appointed for the
                     meeting to which the authorisation relates. The
                     authorisation may be sent to the Company by facsimile or
                     other electronic means (if permitted by and in accordance
                     with article 14.22) or by post (in which case the time of
                     its receipt will be determined in accordance with article
                     31.4) or by leaving at the Registered Office; and

                (c)  if two persons are authorised, specify that one person is
                     authorised to act as the Commonwealth's representative only
                     in the absence or incapacity of the other person.

          13.22 The Minister and any person authorised to act as the
                Commonwealth's representative (in accordance with his or her
                authority and until revoked) will be entitled to exercise at a
                meeting all the powers conferred on the Commonwealth as a Member
                or otherwise including the right to speak and vote at the
                meeting, to demand a poll or act generally as if the
                Commonwealth were present at the meeting.

          13.23 For the purposes of article 14.23, the revocation of an
                authorisation under article 13.21 must be signed by the
                Minister.

14   Votes of members
--------------------------------------------------------------------------------
Entitlement to vote
          14.1  Subject to any rights or restrictions for the time being
                attached to any class or classes of Shares and to this
                Constitution:

                (a)  on a show of hands, each Member present in person and each
                     other person present as a proxy, Attorney or Representative
                     of a Member has one vote; and

                (b)  on a poll, each Member present in person has one vote for
                     each fully paid Share held by the Member and each person
                     present as proxy, Attorney or Representative of a Member
                     has one vote for each fully paid Share held by the Member
                     that the person represents,

                but a Member is not entitled to vote at a general meeting in
                respect of Shares which are the subject of a current Restriction
                Agreement for so long as any breach of that agreement subsists.

<PAGE>

                                                                              30

          14.2  If:

                (a)  Shares held by a Member are not fully paid; and

                (b)  the same amount has been paid on each of the Shares so
                     held,

                then on a poll, that Member present either in person or by
                proxy, Attorney or Representative has the number of votes in
                respect of those Shares determined in accordance with the
                formula:

                     A x B
                     -----
                       C

                     where:

                     A is the number of those Shares held by the Member;

                     B is the amount paid on each of those Shares excluding:

                     (i)  any amount paid in advance and on account of a call;
                          and

                     (ii) any amount credited as paid on those Shares to the
                          extent that it exceeds the value of the consideration
                          received for the issue of those Shares; and

                     C is the issue price of each of those Shares.

          14.3  If a Member holds Shares referred to in article 14.2(a) on each
                of which the same amount has not been paid:

                (a)  each parcel of those Shares on which the same amount has
                     been paid is to be treated for the purposes of article 14.2
                     as a separate holding;

                (b)  the formula in article 14.2 is to be applied separately to
                     each parcel referred to in article 14.3(a); and

                (c)  the number of votes to which the Member or person referred
                     to in article 14.2 is entitled in respect of those Shares
                     is the aggregate of the number of votes to which that
                     Member or person is entitled by the separate application of
                     the formula in article 14.2 to each parcel referred to in
                     article 14.3(a).

          14.4  A fraction arising on the application of the formula in article
                14.2 is to be disregarded.

          14.5  A proxy's authority to speak and vote for a Member at a meeting
                is suspended while the Member is present at the meeting.

Joint shareholders' vote
          14.6  In the case of joint holders of a Share in the Company the vote
                of the senior who tenders a vote, whether in person or by proxy,
                Attorney or Representative, must be accepted to the exclusion of
                the votes of the other

<PAGE>

                                                                              31

                joint holders and, for this purpose, seniority is determined by
                the order in which the names stand in the Register.

Vote of shareholder of unsound mind
          14.7  If a Member is of unsound mind or is a person whose person or
                estate is liable to be dealt with in any way under the law
                relating to mental health then the Member's committee or trustee
                or such other person as properly has the management of the
                Member's estate may exercise any rights of the Member in
                relation to a general meeting as if the committee, trustee or
                other person were the Member.

Effect of unpaid call
          14.8  A Member is not entitled to cast a vote at a general meeting
                attached to a Share on which a call is due and payable and has
                not been paid.

Objection to voting qualification
          14.9  An objection may not be raised to the right of a person to
                attend or vote at the meeting or adjourned meeting except at
                that meeting or adjourned meeting. Any such objection must be
                referred to the chairman of the meeting, whose decision is
                final. A vote not disallowed under such an objection is valid
                for all purposes.

Appointment of proxy
          14.10 A Member entitled to attend and vote at a meeting of Members may
                appoint:

                (a)  a person; or

                (b)  if the Member is entitled to cast two or more votes at the
                     meeting, two persons,

                as the Member's proxy or proxies to attend and vote for the
                Member at the meeting. If the Member appoints two proxies and
                the instrument of appointment does not specify the number or
                proportion of the Member's votes each proxy may exercise
                one-half of the votes. A proxy need not be a Member.

          14.11 An appointment of a proxy is valid if it is signed by the Member
                of the Company making the appointment and contains the following
                information:

                (a)  the Member's name and address;

                (b)  the Company's name;

                (c)  the proxy's name or the name of the office held by the
                     proxy;

                (d)  the meetings at which the appointment may be used.

                An appointment may be a standing one. An appointment of a proxy
                does not need to be witnessed.

          14.12 An undated appointment is to be taken to have been dated on the
                day it is

<PAGE>

                                                                              32

                given to the Company.

          14.13 An appointment may specify the way the proxy is to vote on a
                particular resolution. If it does:

                (a)  the proxy need not vote on a show of hands, but if the
                     proxy does so, the proxy must vote that way;

                (b)  if the proxy has two or more appointments that specify
                     different ways to vote on the resolution, the proxy must
                     not vote on a show of hands;

                (c)  if the proxy is the chairman, the proxy must vote on a
                     poll, and must vote that way; and

                (d)  if the proxy is not the chairman, the proxy need not vote
                     on a poll, but if the proxy does so, the proxy must vote
                     that way.

                If a proxy is also a Member, this article does not affect the
                way that the person can cast any votes attached to Shares held
                by that person.

          14.14 A later appointment revokes an earlier one if both appointments
                could not be validly exercised at the meeting.

          14.15 An instrument appointing a proxy is to be taken to confer
                authority to demand or join in demanding a poll.

Instrument of proxy
          14.16 An instrument appointing a proxy:

                (a)  if sent by post or by fax, must be in writing under the
                     hand of the appointor or of the appointor's attorney duly
                     authorised in writing or if the appointor is a body
                     corporate under its common or official seal or the hand of
                     its attorney so authorised and, if and to the extent that
                     the Directors permit, may be in respect of more than one
                     meeting; or

                (b)  if sent by electronic transmission, will be taken to have
                     been signed if the appointment has been authorised by the
                     Member in a manner approved by the Directors from time to
                     time or specified in the notice of meeting.

          14.17 An instrument appointing a proxy must be in a form acceptable to
                the Directors generally or in a particular case.

Right to appoint attorneys
          14.18 Subject to article 14.20, a Member other than TIRT, an ESOP
                Trustee or an Approved Nominator may by power of attorney duly
                executed in the presence of at least one witness and (if
                necessary) duly stamped appoint an attorney to act on the
                Member's behalf at all or any meetings of the Company or of any
                class of Members or for any other purpose specified by the
                Member for the purposes of this Constitution.

<PAGE>

                                                                              33

                (a)  Where TIRT is entered in the Register as a member of the
                     Company it may at any time in writing and in a form
                     acceptable to the Directors, appoint as its attorney each
                     IR Holder or, where an IR Holder so nominates for this
                     purpose up to two other persons (or where the IR Holder is
                     an ESOP Trustee or an Approved Nominator, such greater
                     number of persons as the Company may permit), such
                     nominated persons to act as TIRT's attorney at all or any
                     meetings of the Company or of any class of Members or for
                     any other purpose specified by TIRT for the purposes of
                     this Constitution, in respect of the Shares underlying the
                     IRs held by or on behalf of each such IR Holder at a time
                     or times nominated by TIRT (which time or times may be
                     prior to a time determined by the convenor of the meeting
                     to determine the holder of Shares for the purposes of the
                     relevant meeting).

                (b)  Where an ESOP Trustee or an Approved Nominator is entered
                     in the Register as a member of the Company it may at any
                     time in writing and in a form acceptable to the Directors,
                     appoint as its attorney each ESOP Participant or Approved
                     Nominee (as the case may be) or, where an ESOP Participant
                     or Approved Nominee (as the case may be) so nominates for
                     this purpose up to two other persons (or such greater
                     number as the Company may permit), such nominated persons
                     to act as the ESOP Trustee's or the Approved Nominator's
                     (as the case may be) attorney at all or any meetings of the
                     Company or of any class of Members or for any other purpose
                     specified by the ESOP Trustee or the Approved Nominator (as
                     the case may be) for the purposes of this Constitution, in
                     respect of the Shares held on behalf of each such ESOP
                     Participant or Approved Nominee (as the case may be) at a
                     time or times nominated by the ESOP Trustee or the Approved
                     Nominator (as the case may be) (which time or times may be
                     prior to a time determined by the convenor of the meeting
                     to determine the holder of Shares for the purposes of the
                     relevant meeting).

                (c)  The power of appointment referred to in articles 14.19(a)
                     and (b) is a power to appoint, without limitation, in
                     general terms without identifying IR Holders, ESOP
                     Participants, Approved Nominees or any of their nominees
                     and whether before or after the relevant IR Holder, ESOP
                     Participant, Approved Nominee or nominee becomes an IR
                     Holder or ESOP Participant or Approved Nominee or nominee
                     (as the case may be) and whether before or after any of the
                     nominations referred to below are made.

                (d)  A nomination referred to in article 14.19(a) or (b):

                     (i)  must be in writing under the hand of the nominator or
                          their attorney duly authorised in writing or, if the
                          nominator is a body corporate, under its common seal
                          or official seal or the hand of its attorney so
                          authorised and may be in respect of more than one
                          meeting; and

<PAGE>

                                                                              34

                     (ii) may be deposited with the Company at its Registered
                          Office before or after the appointment of an attorney
                          under article 14.19 except that, if it relates to a
                          particular meeting of Members, it must be deposited no
                          later than 5pm on the date 2 Business Days before the
                          day which has been fixed by the Company as the last
                          day for lodgment of proxies with the Company in
                          respect of that meeting.

                (e)  For the avoidance of doubt, nothing in paragraph (b) of the
                     definition of Member in article 1.1 prevents TIRT, an ESOP
                     Trustee or an Approved Nominator from conferring powers
                     which it would be able to confer on an attorney under this
                     article 14.19 were it not for that paragraph (b).

          14.20
                (a)  The appointment of an Attorney gives the Attorney the same
                     right as the Member to speak and vote at the meeting or to
                     demand a poll or to act generally at the meeting as if the
                     Member were present and to consent to short notice of the
                     meeting.

                (b)  If a Member nominates two or more persons as Attorneys:

                     (i)  the appointment is of no effect unless each Attorney
                          is appointed to represent a specified portion of the
                          Member's voting rights; and

                     (ii) no Attorney is entitled to vote on a show of hands.

          14.21 To be effective, an instrument appointing a proxy and any power
                of attorney under which it is executed or a copy (verified by
                statutory declaration as a true copy) of the power of attorney,
                together with such evidence of due stamping (if necessary) and
                execution and non-revocation as the Directors may require, must
                be received by the Company at the Registered Office or at such
                other place as is specified for that purpose in the notice
                convening the meeting, not less than 48 hours (or, subject to
                the Corporations Law, such longer time as the Directors specify)
                before the time appointed for the meeting or adjourned or
                postponed meeting or poll which the appointee proposes to attend
                or on which the appointee proposes to vote.

          14.22 Subject to article 14.16 and if expressly permitted by the
                notice convening the general meeting, an instrument appointing a
                proxy, Attorney or Representative or revoking such an
                appointment may be deposited by facsimile or other electronic
                means if:

                (a)  the copy of the instrument is transmitted to the facsimile
                     number or electronic address specified in the notice of
                     meeting; and

                (b)  the instrument is produced or the transmission is otherwise
                     verified by the Company in the way specified in the notice
                     of meeting prior to the time for holding the meeting or
                     adjourned meeting or taking the

<PAGE>

                                                                              35

                     poll (as the case may be).

Validity of vote in certain circumstances
          14.23 A vote cast by a proxy, Attorney or Representative is valid
                notwithstanding the previous revocation of that person's
                authority by the death of the principal or otherwise and
                notwithstanding the transfer of the Shares in respect of which
                the vote is cast, unless an intimation in writing of the
                revocation or transfer has been received at the Registered
                Office or by the chairman of the meeting before the vote is
                cast.

Effect of unpaid moneys
          14.24 A Member holding Shares in respect of which any moneys due and
                payable to the Company have not been paid is not entitled to
                attend or vote at general meetings by virtue of holding those
                Shares, but if Shares in respect of which no moneys are due and
                payable to the Company are also held the Member is entitled to
                attend general meetings and vote in respect of them as if those
                Shares were the only Shares held.

Restricted Securities
          14.25 A Member is not entitled to vote at a general meeting in respect
                of Restricted Securities held by the Member for so long as any
                breach by the Member of any escrow agreement entered into by the
                Company in relation to them subsists.

15   Directors
--------------------------------------------------------------------------------
Number of Directors
          15.1  The number of Directors must not be less than 3 nor, until
                otherwise determined by the Company by ordinary resolution in
                general meeting, more than 13.

No Share qualification
          15.2  A Director does not require a Share qualification.

Nomination and notice of candidature
          15.3  A person is only eligible to be elected as a Director at a
                general meeting if the person gives written notice to the
                Company that the person is a candidate for election to the
                office of Director at the meeting at least 40 clear Business
                Days before the meeting or such number of Business Days as has
                otherwise been specified by the Listing Rules.

          15.4  Article 15.3 does not apply to a Director:

                (a)  retiring from office by rotation at the meeting;

                (b)  who is eligible for re-election under article 15.7; or

                (c)  whose office becomes vacant under section 228.

          15.5  Notice of the name of each candidate for election to the office
                of Director must be given by the Company to all Members at least
                seven clear Business

<PAGE>

                                                                              36

                Days before the election is to take place.

Appointment
          15.6  The Directors may, after consulting with the Minister appoint,
                or the Company by ordinary resolution in general meeting may
                elect, a person as a Director either to fill a casual vacancy or
                as an additional Director, but so that the total number of
                Directors is not at any time to exceed the maximum fixed by or
                under article 15.1.

          15.7  A Director appointed by the Directors (other than a Chief
                Executive Officer) holds office only until the next following
                annual general meeting but is then eligible for re-election.

16   Remuneration and expenses
--------------------------------------------------------------------------------
          16.1  Subject to article 16.2 and to article 34, the Directors are
                entitled to be paid out of the funds of the Company as
                remuneration for their services as Directors including, without
                limitation, service on a committee of Directors such sum
                accruing from day to day as the Company in general meeting
                determines by ordinary resolution but until so determined the
                total amount paid or given to all Directors for their services
                as Directors including without limitation, service on a
                committee of Directors is to be no more than $750,000 per annum
                to be divided among them in such proportion and manner as they
                agree or in default of agreement equally. This article 16.1 does
                not limit, and is not effected by, the remuneration which may be
                paid to Executive Directors under article 22.3.

          16.2  The Directors' remuneration for their services as Directors is
                to be by fixed sum and not a commission on or percentage of
                profits or operating revenue and may not be increased except by
                the Company by ordinary resolution in general meeting after
                particulars of the proposed increase have been given to the
                Members in the notice convening the meeting.

          16.3  If a Director at the request of the Directors performs
                additional or special duties for the Company (other than service
                on a committee of Directors), the Company may remunerate that
                Director by payment of a fixed sum or salary to be determined by
                the Directors and that remuneration may be either in addition to
                or in substitution for that Director's share of the total
                remuneration provided for in article 16.1.

          16.4  A Director is also entitled to be reimbursed out of the funds of
                the Company such reasonable travelling, accommodation and other
                expenses as the Director may incur when travelling to or from
                meetings of the Directors or a Committee or when otherwise
                engaged on the business of the Company in accordance with a
                policy determined by the Directors.

          16.5  This article 16 does not come into force unless and until the
                Directors are no longer holders of a "public office" within the
                meaning of the Remuneration Tribunal Act 1973 (Cth).

<PAGE>

                                                                              37

17   Retirement benefit
--------------------------------------------------------------------------------
          17.1  A Director may be paid a retirement benefit, as determined by
                the Directors, in accordance with the Corporations Law.

          17.2  A retirement benefit includes any benefit paid in consequence of
                or in connection with the death of the Director or loss by the
                Director of, or resignation by the Director from, the office of
                Director, or the termination of the Director's employment by the
                Company or any Related Body Corporate of the Company.

          17.3  Where a retirement benefit is payable in consequence of the
                death of a Director the payment may be made to the Director's
                widow, widower or children or other person or persons who, in
                the opinion of the Directors, is or are at the time of the
                Director's death financially dependent on the Director, or to
                such of them and in such shares as the Directors determine.

          17.4  The Directors are authorised to make arrangements with a
                Director with respect to the payment of a retirement benefit in
                accordance with this article 17.

          17.5  The Company and the Director may enter into a contract for the
                purpose of providing for or giving effect to the payment of a
                retirement benefit in accordance with this article 17.

18   Vacation of office and conflict of interest
--------------------------------------------------------------------------------
Vacation of office
          18.1  The office of a Director is automatically vacated if the
                Director:

                (a)  ceases to be a Director by virtue of, or becomes prohibited
                     from being a Director because of an order made under, the
                     Corporations Law;

                (b)  becomes bankrupt or insolvent or makes an arrangement or
                     composition with creditors of the Director's joint or
                     separate estate generally;

                (c)  becomes of unsound mind or a person whose person or estate
                     is liable to be dealt with in any way under a law relating
                     to mental health;

                (d)  resigns office by notice in writing to the Company or
                     refuses to act;

                (e)  is not present personally or by an Alternate Director or by
                     a proxy appointed under article 21.9 at the meetings of the
                     Directors for a continuous period of three months without
                     leave of absence from the Directors;

                (f)  is removed from office by the Company in general meeting by
                     ordinary resolution which powers of removal may be
                     exercised by the

<PAGE>

                                                                              38

                     Company in addition to the powers conferred on Members by
                     section 227 of the Corporations Law;

                (g)  fails to comply with his or her obligations under article
                     18.6;

                (h)  is declared by an ordinary resolution of the Company in
                     general meeting not to have performed to a satisfactory
                     standard over a period of time; or

                (i)  being an Executive Director (including the Chief Executive
                     Officer), ceases to be an employee of the Company.

Director's interests
          18.2  A Director is not disqualified by the Director's office and the
                fiduciary relationship established by it from holding any office
                or place of profit, other than that of Auditor, under the
                Company or a related body corporate. A Director may, subject to
                the Corporations Law:

                (a)  be or become a director of or otherwise hold office or a
                     place of profit in any other company promoted by the
                     Company or in which the Company may be interested as
                     vendor, shareholder or otherwise;

                (b)  contract or make any arrangement with the Companyor
                     anyrelated body corporate whether as vendor, purchaser,
                     broker, solicitor or accountant or other professional
                     person or otherwise and any contract or arrangement entered
                     or to be entered into by or on behalf of the Company or any
                     related body corporate in which any Director is in any way
                     interested is not avoided for that reason; and

                (c)  participate in any association, institution, fund, trust or
                     scheme for past or present employees or Directors of the
                     Company or any related body corporate, a related body
                     corporate or any of their respective predecessors in
                     business or their dependants or persons connected with
                     them.

          18.3  A Director who:

                (a)  holds any office or place of profit under the Company;

                (b)  holds any office or place of profit referred to in article
                     18.2(a):

                (c)  is involved in a contract or arrangement referred to in
                     article 18.2(b); or

                (d)  participates in an association or otherwise under article
                     18.2(c),

                is not by reason only of thatfact or any interest resulting from
                it or the fiduciary relationship established by it liable to
                account to the Company for any remuneration or other benefits
                accruing from it.

          18.4  A Director or a firm of which the Director is a partner or
                employee may act in a professional capacity, other than as
                Auditor, for the Company or any related

<PAGE>

                                                                              39

                body corporate and a Director or a Director's firm is entitled
                to remuneration for professional services as if the relevant
                Director was not a Director.

          18.5  Each Director must disclose that Director's interests to the
                Company in accordance with the Corporations Law.

          18.6  A Director who has a material personal interest in a matter that
                is being considered at a meeting of the Directors may:

                (a)  vote on the matter (or in relation to a proposed resolution
                     specified in section 232A(3) in relation to the matter,
                     whether in relation to that or a different Director); or

                (b)  be present while the matter (or a proposed resolution of
                     that kind) is being considered at the meeting,

                only in circumstances specified in Sections 232A(2), 232A(3),
                232A(6) or 232B. Except as provided by this article, a Director
                is not disqualified from voting on account of interest on a
                matter as contemplated by paragraph (a) or from being present at
                a meeting as contemplated by paragraph (b).

          18.7  The Director may be counted in the quorum present at any
                Directors' meeting at which the contract, proposed contract or
                arrangement or other matter is considered if the Director is
                permitted by the Corporations Law to be present during the
                consideration.

          18.8  For the purposes of article 18.6, a Director does not have an
                interest in a matter relating to an existing or proposed
                contract of insurance merely because the contract insures, or
                would insure, the Director against a liability incurred by the
                Director as an officer of the Company or of a related body
                corporate. This article does not apply if the Company is the
                insurer.

          18.9  The restrictions contained in article 18.6 may at any time or
                times be suspended or relaxed to any extent and either
                prospectively or retrospectively by resolution of the Company in
                general meeting, if that is permitted by the Corporations Law.

          18.10 A Director may, notwithstanding the Director' s interest, and
                whether or not the Director is entitled to vote, or does vote,
                participate in the execution of any instrument by or on behalf
                of the Company and whether through signing or sealing the same
                or otherwise.

19   Rotation of Directors
--------------------------------------------------------------------------------
          19.1  A Director other than a Chief Executive Officer may not retain
                office for more than three calendar years or beyond the third
                annual general meeting following the Director's election
                (whichever is the longer period) without submitting himself or
                herself for re-election.

          19.2  At the annual general meeting in each year one third of the
                Directors in office (other than a Chief Executive Officer) or,
                if their number is not a multiple of three, the number nearest
                to but not less than one third must retire from office.

<PAGE>

                                                                              40

          19.3  A retiring Director may act until the conclusion of the meeting
                at which the Director retires and is eligible for re-election.

          19.4  Subject to section 227(10), the Directors to retire by rotation
                at each annual general meeting are those who have been longest
                in office and the length of time a Director has been in office
                is to be computed from the Director's last election or, in the
                case of a Director elected by the Company in general meeting
                under article 15.6, computed from the date of that election.

          19.5  As between Directors who have been in office an equal length of
                time, the Directors to retire are in default of agreement
                between them to be determined by drawing lots in any manner
                determined by the Chairman or if the Chairman is not able and
                willing to act by the Deputy Chairman (if any), or, in the
                absence of a Deputy Chairman, a Director chosen by the majority
                of Directors.

          19.6  In ascertaining the number and identity of the Directors to
                retire by rotation, neither a Director appointed by the
                Directors under article 15.6 nor a Director whose office has
                become vacant under section 228 is to be taken into account.

          19.7  If the Company in general meeting by ordinary resolution elects
                a Director under article 15.6, it may also determine in what
                order of rotation the Director is to go out of office.

          19.8  The Company in general meeting may by ordinary resolution at a
                meeting at which Directors retire by rotation fill all or any of
                the vacant places by electing persons to them and may fill any
                other vacancy.

20   Powers of Directors
--------------------------------------------------------------------------------
          20.1  The management of the business and affairs of the Company is
                vested in the Directors and they may exercise all such powers
                and do all such things as the Company is by its memorandum or
                otherwise authorised to exercise and do and are not by this
                Constitution or by statute required to be exercised or done by
                the Company in general meeting, subject nevertheless to the
                provisions of the Corporations Law, the Telstra Act and all
                other applicable laws and of this Constitution but:

                (a)  no resolution of the Company shall invalidate any prior act
                     of the Directors which would have been valid had that
                     resolution not been passed; and

                (b)  the Directors may not sell or dispose of the Company's main
                     undertaking unless the sale or disposal is subject to
                     ratification by the Company in general meeting.

          20.2  In exercising their powers the Directors must, without
                limitation, ensure that the Company complies with all applicable
                laws including, without limitation, the obligations imposed on
                the Company by the Telstra Act.

<PAGE>

                                                                              41

21   Proceedings of Directors
--------------------------------------------------------------------------------
Meetings
          21.1  The Directors may meet for the despatch of business, adjourn and
                otherwise regulate their meetings and proceedings as they think
                fit.

Quorum
          21.2  Until otherwise determined by the Directors a quorum for a
                meeting of Directors is three Directors present in person or by
                proxy.

Effect of vacancy
          21.3  The continuing Directors may act notwithstanding a vacancy in
                their number but, if and so long as their number is reduced
                below the minimum fixed by article 15.1, the continuing
                Directors may, except in an emergency, act only for the purpose
                of filling vacancies to the extent necessary to bring their
                number up to that minimum or of summoning a general meeting.

Convening meetings
          21.4  A Director may, and the Secretary on the request of a Director
                must, convene a meeting of the Directors.

          21.5  A Director who is not in Australia is not entitled to notice of
                a meeting of Directors.

          21.6  A notice of a meeting of Directors may be given in person or by
                post, telex, facsimile or other method of written or electronic
                mail communications or in any other way acceptable to the
                Directors generally or in a particular case.

          21.7  A Director may waive notice of a meeting of Directors by giving
                the Company notice to that effect in person or by post,
                facsimile or other method of written or electronic mail
                communications, or in any other way acceptable to the Directors
                generally or in a particular case.

          21.8  A Director who attends a meeting of Directors waives any
                objection that person may have to a failure to give notice of
                the meeting.

Appointment of proxy
          21.9  A Director may attend and vote by proxy at a meeting of the
                Directors if the proxy is a Director and has been appointed by
                writing under the hand of the appointor or by telegram,
                facsimile transmission or other form of visible communication
                from the appointor. Such an appointment may be general or for
                any particular meeting or meetings.

Chairman and Deputy Chairman
          21.10 The Directors must elect a Director as Chairman and may elect
                another Director as Deputy Chairman and may determine the period
                during which each is to hold office but the performance of the
                functions and the exercise of the powers of the Directors are
                not affected by reason of there being a vacancy in these
                offices.

          21.11 The Chairman or Deputy Chairman (if any) may be removed from
                that office

<PAGE>

                                                                              42

                by a resolution of the Directors of which not less that 14 days'
                notice has been given to all the Directors for the time being in
                Australia.

          21.12 The office of Chairman or Deputy Chairman is automatically
                vacated:

                (a)  if the office of the Director holding that position is
                     vacated under article 18.1; or

                (b)  if the term of appointment of the Director holding that
                     position expires; or

                (c)  if the Chairman or Deputy Chairman (as the case may be)
                     resigns that office by notice to the Company.

          21.13 The Chairman is entitled to preside at meetings of the Directors
                but, if the Chairman is not present and able and willing to act
                within 15 minutes after the time appointed for a meeting or has
                signified an intention not to be present and able and willing to
                act, the following may preside (in order of entitlement): the
                Deputy Chairman (if any), a Director chosen by a majority of the
                Directors present.

How questions decided
          21.14 Questions arising at a meeting of the Directors are to be
                decided by a majority of votes and, except where only two
                Directors are present in person or by proxy and entitled to vote
                on a question, in the event of an equality of votes the chairman
                of the meeting has a casting vote. The chairman has a discretion
                both as to whether or not to use the casting vote and as to the
                way in which it is used.

Committees
          21.15 The Directors may delegate any of their powers to Committees
                consisting of such Director or Directors as they think fit and
                may revoke that delegation.

          21.16 A Committee in the exercise of the powers so delegated must
                conform to any regulations imposed by the Directors.

          21.17 Subject to article 21.16, the meetings and proceedings of a
                Committee consisting of two or more Directors are to be governed
                by the provisions of this Constitution as to the meetings and
                proceedings of the Directors so far as they are applicable.

Written resolution
          21.18 Subject to the Corporations Law, a resolution in writing sent to
                all Directors or members of a Committee and signed by at least
                75% of the Directors or at least 75% of the members of a
                Committee in each case other than those on leave of absence
                approved by the Board and who were entitled to vote on the
                resolution, in either case being at least a quorum, is as valid
                and effectual as if it had been passed at a meeting of the
                Directors or Committee duly called and constituted at the time
                the resolution was last signed and may consist of several
                documents in like form each signed by one or more of the
                Directors or members of a Committee. The Company Secretary will
                notify all Directors or members of a Committee as soon as
                practicable after such a resolution is


<PAGE>


                                                                              43

                passed.

Use of technology
          21.19 A Directors' meeting may be called or held using any technology
                consented to by each Director. The consent may be a standing
                one. A Director may only withdraw consent within a reasonable
                period before the meeting.

Validity of acts of Directors
          21.20 All acts of the Directors, a Committee or a person acting as a
                Director or Committee or member of a Committee are valid
                notwithstanding that it is afterwards discovered that there was
                some defect in the appointment, election or qualification of
                them or any of them or that they or any of them were
                disqualified or had vacated office.

22   Chief Executive Officer and Executive Directors
--------------------------------------------------------------------------------
Appointment and removal
          22.1  The Directors may appoint one or more of their number to the
                office of Executive Director, including one of their number as a
                Chief Executive Officer, either for a fixed term or without
                limitation as to period of appointment but not for life, and may
                remove a person so appointed and appoint another instead.

          22.2  A Chief Executive Officer while continuing to hold that office:

                (a)  is not subject to re-election under article 15.7 at the
                     annual general meeting following appointment by the
                     Directors under article 15.6 or retirement by rotation or
                     to be taken into account in determining the rotation or
                     retirement of Directors or the number of Directors to
                     retire; but:

                (b)  subject to the provisions of any contract with the Company
                     (which may not limit the operation of article 18.1), is
                     subject to the same provisions as to resignation and
                     removal as the other Directors and automatically ceases to
                     be a Chief Executive Officer on ceasing to be a Director.

Remuneration
          22.3  The remuneration of an Executive Director, including the Chief
                Executive Officer, may be determined by the Directors in such
                manner as they think fit but may not include a commission on or
                percentage of operating revenue.

Powers
          22.4  The Directors may confer on an Executive Director, including the
                Chief Executive Officer, such of the powers conferred on the
                Directors by this Constitution, for such time, to be exercised
                for such purposes, on such terms and with such restrictions as
                they think fit and all or any of those powers may be conferred
                collaterally with but not to the exclusion of the powers of the
                Directors and may be revoked or varied by the Directors.


<PAGE>


                                                                              44

23   Alternate Directors
--------------------------------------------------------------------------------
          23.1  Subject to the Corporations Law, a Director ("appointor") may by
                writing under the appointor's hand or by telegram, facsimile or
                other form of visible communication to the Secretary, appoint a
                person approved by a majority of the other Directors to act as
                an Alternate Director in the appointor's place whether for a
                stated period or periods or until the happening of a specified
                event or from time to time.

          23.2  An Alternate Director:

                (a)  may be removed or suspended from office by writing under
                     the appointor's hand or by notice in writing from the
                     appointor;

                (b)  subject to this Constitution is entitled to receive notice
                     of meetings of the Directors and to attend and vote if the
                     appointor is not present and, if also a Director in the
                     Alternate Director's own right or Alternate Director for
                     another Director as well, to have a separate vote on behalf
                     of the appointor in addition to the Alternate Director's
                     own or that other Director's vote;

                (c)  may exercise all the powers except the power to appoint an
                     Alternate Director and, subject to the Corporations Law,
                     perform all the duties of the appointor in so far as the
                     appointor has not exercised or performed them;

                (d)  automatically ceases to be an Alternate Director if the
                     appointor ceases to be a Director;

                (e)  whilst acting as a Director is responsible to the Company
                     for the Alternate Director's own acts and defaults and the
                     appointor is not responsible for them;

                (f)  may not receive any remuneration from the Company as a
                     Director except for any special services which in the
                     opinion of the Directors are outside the scope of the
                     ordinary duties of a Director; and

                (g)  may not be taken into account separately from the appointor
                     in determining the number of Directors or the rotation of
                     Directors.

          23.3  If the appointor retires by rotation but is re-elected by the
                meeting at which the appointor retires, the appointment of the
                Alternate Director continues to operate as if the appointor had
                not retired.

24   Local management
--------------------------------------------------------------------------------
          24.1  The Directors may provide for the management and transaction of
                the affairs of the Company in a specified locality whether in
                Australia or abroad in such manner as they think fit and the
                provisions of articles 24.2 to 24.9 do not limit


<PAGE>


                                                                              45

                the generality of this article 24.1.

          24.2  The Directors may establish local boards or agencies for
                managing any of the affairs of the Company in a specified
                locality and may appoint persons to be members of those local
                boards or managers or agents and may fix their remuneration.

          24.3  The Directors may delegate to a person so appointed any of the
                powers vested in the Directors other than the power to make
                Calls and may authorise the members of a local board or any of
                them to fill vacancies in it and to act notwithstanding
                vacancies.

          24.4  Any such appointment or delegation may be made on such terms as
                the Directors think fit and the Directors may remove a person so
                appointed and may revoke or vary any such delegation.

Powers of attorney
          24.5  The Directors may by revocable or irrevocable power of attorney
                under the common seal of the Company appoint a person to be the
                attorney of the Company for such purposes and with such powers
                (not exceeding those conferred on the Directors by this
                Constitution) and for such period and subject to such conditions
                as the Directors think fit.

          24.6  Any such appointment may be made in favour of the members or any
                of the members of a local board or in favour of a body corporate
                or of the members, directors, nominees or managers of a body
                corporate or firm or in favour of a fluctuating body of persons
                whether nominated directly or indirectly by the Directors and
                any such power of attorney may contain such provisions for the
                protection or convenience of persons dealing with the attorney
                as the Directors think fit.

Sub-delegation
          24.7  Any such delegate or attorney may be authorised to sub-delegate
                all or any of the powers vested in that person.

Branch registers
          24.8  The Directors may make such provision as they think fit
                regarding the keeping of branch registers and the transmission
                of Shares between registers and may appoint such person as they
                think fit in any place where a branch register is kept to
                approve or reject transfers on that register. The Directors may,
                in their sole discretion, determine which Shares may be recorded
                or will remain on a branch register, and direct the person so
                appointed in respect of the branch register accordingly.

          24.9  A person so appointed may in respect of transfers or other
                entries proposed to be registered in the branch register
                exercise all the powers of the Directors conferred on that
                person to the same extent and effect as if the Directors
                themselves were present and exercised them.

25   Secretary
--------------------------------------------------------------------------------


<PAGE>


                                                                              46

                A Secretary holds office on such terms and conditions, as to
                remuneration and otherwise, as the Directors determine and, in
                addition to any other duties, shall ensure that the Company
                complies with sections 251 A, 251AA and 251B of the Corporations
                Law.

26   Authentication of Documents
--------------------------------------------------------------------------------
Company seals
          26.1  The Company may have a common seal and may have:

                (a)  a duplicate common seal, which is a facsimile of the common
                     seal with the addition on its face of the words "Share
                     Seal"; and

                (b)  an official seal for use in any place outside Victoria,
                     which is a facsimile of the common seal with the addition
                     on its face of the name of every place where it may be
                     used.

          26.2  The Directors must provide for the safe custody of all Seals in
                such manner as they think fit.

Use of common seal or duplicate common seal
          26.3  The common seal or duplicate common seal may be affixed to a
                document only by the authority of the Directors or a Committee
                of the Directors authorised by the Directors in that regard.

          26.4  Subject to article 26.10, every document to which the common
                seal or duplicate common seal is affixed must be signed by a
                Director and countersigned by the Secretary or a second Director
                or some other person appointed generally or in a particular case
                by the Directors for that purpose.

Seal Register
          26.5  The Company must keep a seal register and, on affixing the seal
                to any document (except a certificate for securities of the
                Company), must enter in the register particulars of the
                document, giving in each case a short description of the
                document.

          26.6  The register, or any details from it that the Directors require,
                must be produced at meetings of Directors for noting the use of
                the seal since the previous meeting of Directors.

          26.7  Failure to comply with articles 26.5 and 26.6 does not
                invalidate any document to which a seal is properly affixed.

Use of official seal
          26.8  An official seal may be affixed to a document only by the
                authority of the Directors or a Committee of the Directors or a
                local board in either case authorised by the Directors in that
                regard.

          26.9  Every document to which an official seal is affixed must be
                signed by a person appointed by the Directors to affix that
                official seal who must in writing under that person's hand
                certify on the document to which the official


<PAGE>


                                                                              47

                seal is affixed the date on which and the place at which it is
                affixed.

Sealing and signatures by mechanical means
          26.10 The Directors may determine generally or in a particular case
                that:

                (a)  a duplicate common seal or an official seal; and

                (b)  the signature of a Director, Secretary or other person
                     appointed by the Directors for the purpose of signing
                     documents to which a Seal is affixed

                may be affixed by a specified mechanical means on documents.

Cheques and the like
          26.11 Cheques, bills of exchange, promissory notes and negotiable
                instruments may be signed, accepted, drawn, made or endorsed on
                behalf of the Company in such manner and by such persons
                (whether Directors or officers of the Company or not) as the
                Directors determine but not otherwise.

27   Reserves
--------------------------------------------------------------------------------
          27.1  The Directors may before declaring or paying a dividend set
                aside out of the profits of the Company such sums as they think
                proper as reserves to be applied, at the discretion of the
                Directors, for any purpose for which the profits of the Company
                may properly be applied.

          27.2  Pending any such application, the reserves may at the discretion
                of the Directors be used in the business of the Company or be
                invested in such investments as the Directors think fit.

          27.3  The Directors may carry forward so much of the profits remaining
                as they consider ought not to be distributed as dividends,
                without transferring those profits to a reserve.

28   Dividends
--------------------------------------------------------------------------------
Calculation and apportionment of dividends
          28.1  Subject to the rights of persons (if any) entitled to Shares
                with special rights as to dividends and to the terms of any
                issue of Shares to the contrary, all dividends are to be paid:

                (a)  in the case of fully paid Shares, to their holders in
                     proportion to the numbers of Shares held by them
                     respectively; or

                (b)  in the case of Shares which are not fully paid Shares, to
                     their holders according to the amounts paid or credited as
                     paid on those Shares, apportioned and paid proportionately
                     to the amounts paid or credited as paid on the Shares
                     during any portion or portions of the period in respect of
                     which the dividend is paid.


<PAGE>


                                                                              48

                An amount:

                paid or credited as paid on a Share in advance of a call; or

                credited as paid on a Share to the extent (if any) that it
                     exceeds the value of the consideration received for the
                     issue of that Share,

                is not to be taken as paid or credited as paid on the Share for
                the purposes of this article 28.1.

Directors' powers
          28.2  The power to declare dividends, pay dividends and fix the time
                for their payment is vested in the Directors.

          28.3  A dividend does not bear interest against the Company.

          28.4  A declaration by the Directors as to the amount of the profits
                available for dividend is conclusive and binding on all Members.

Payment
          28.5  Dividends, interest and other amounts payable in cash by the
                Company to a Member or in respect of Shares may be paid by
                cheque or warrant to or to the order of the Member, payee or
                person to whom the cheque or warrant is given or posted in
                accordance with article 31 or in any other way determined by the
                Directors, and in the case of Shares registered in the name of
                TIRT, the Directors shall pay dividends in accordance with the
                directions of TIRT and the Directors shall have no liability to
                TIRT in relation to a dividend if a cheque for the amount
                representing that dividend is despatched by ordinary post as
                directed by TIRT or is despatched in any other way directed by
                TIRT.

          28.6  A transfer of Shares does not pass the right to a dividend or
                other distribution declared or made on them after the transfer
                and before its registration.

Retention
          28.7  The Directors may retain dividends and other distributions
                payable or distributable on Shares over which the Company has a
                lien and may apply them in or towards satisfaction of the debts
                or liabilities in respect of which the lien exists.

          28.8  The Directors may retain dividends and other distributions
                payable or distributable on Shares in respect of which a person
                is entitled to become a Member in accordance with article 8 or
                which a person is entitled to transfer in accordance with that
                article until that person becomes a Member in respect of those
                Shares or duly transfers them.

Distribution of specific assets
          28.9  The Directors, when declaring a dividend or paying an interim
                dividend, may resolve that the dividend be satisfied either
                wholly or partly by the distribution of specific assets to some
                or all of the persons entitled to the dividend, including Paid
                up Shares in or debentures of the Company or Paid up Shares in
                or debentures of any other body corporate, and may direct that
                the dividend payable in respect of any particular Shares be
                satisfied wholly or


<PAGE>


                                                                              49

                partly by such a distribution and that the dividend payable in
                respect of other Shares be paid in cash.

          28.10 If a difficulty arises in regard to such a distribution, the
                Directors may settle the matter as they consider expedient and
                fix the value for distribution of the specific assets or any
                part of those assets and may determine that cash payments will
                be made to any Members on the basis of the value so fixed in
                order to adjust the rights of all parties, and may vest any such
                specific assets in trustees as the Directors consider expedient.

29   Capitalisation of profits
--------------------------------------------------------------------------------
          29.1  The Company in general meeting may by ordinary resolution and
                subject to the Corporations Law and the Listing Rules resolve
                that any moneys, investments or other assets:

                (a)  forming part of the undivided profits of the Company;

                (b)  standing to the credit of a reserve; or

                (c)  in the hands of the Company and available for dividend,

                be capitalised and applied, in any of the ways mentioned in
                article 29.2, for the benefit of such of the Members as would
                have been entitled to receive them if distributed by way of
                dividend and in the proportions to which those Members would
                have been entitled in such a distribution. The Company may not
                pass such a resolution unless:

                (d)  the Directors have recommended it; or

                (e)  until the expiry of ten Business Days after notice of the
                     resolution has been lodged at the registered office of the
                     Company to enable the Directors to express any views they
                     may have on the resolution.

          29.2  Subject to the Corporations Law and the Listing Rules, the ways
                in which moneys, investments or other assets referred to in
                article 29.1 may be applied for the benefit of Members under
                that article are:

                (a)  in paying any amounts unpaid on Shares held by Members;

                (b)  in paying up in full unissued Shares or debentures to be
                     issued to Members as fully Paid; or

                (c)  partly as mentioned in article 29.2(a) and partly as
                     mentioned in article 29.2(b).

          29.3  The Directors must do all things necessary to give effect to a
                resolution under article 29.1 and in particular to the extent
                necessary to adjust the rights of Members among themselves may:

                (a)  issue fractional certificates or make cash payments in
                     cases where


<PAGE>


                                                                              50

                     Shares or debentures become issuable in fractions; and

                (b)  authorise any person to make on behalf of all Members
                     entitled to any further Shares or debentures on the
                     capitalisation, an agreement with the Company providing for
                     the issue to them, credited as fully Paid, of any such
                     further Shares or debentures or for the payment by the
                     Company on their behalf of the amounts or any part of the
                     amounts remaining unpaid on their existing Shares by the
                     application of their respective proportions of the sum
                     resolved to be capitalised,

                and any agreement made under the authority of article 29.3(b) is
                effective and binding on all the Members concerned.

30   Inspection of books
--------------------------------------------------------------------------------
          30.1  Subject to the Corporations Law, the TelstraAct and any other
                law and an ordinary resolution of the Company in general
                meeting, the Directors may determine whether and to what extent
                and at what times and places and under what conditions and
                regulations the books and documents of the Company or any of
                them will be open to inspection by the Members and other
                persons.

          30.2  A Member or other person, not being a Director, has no right to
                inspect any of the books or documents of the Company except as
                conferred by statute or authorised by the Directors or by an
                ordinary resolution of the Company in general meeting and is not
                entitled to require or receive any information concerning the
                business, trading or customers of the Company or any trade
                secret or secret process of or used by the Company.

31   Service of Documents
--------------------------------------------------------------------------------
          31.1  A Share certificate, statement of holdings, cheque, warrant,
                notice or other document may be delivered or served by the
                Company either:

                (a)  personally;

                (b)  by post:

                     (i)  in the case of a Member who does not have a Registered
                          Address in Australia, by airmail post; and

                     (ii) in any other case, by ordinary post; or

                (c)  by sending it to the fax number or electronic address
                     nominated by the Member,

                and is at the risk of the addressee as soon as it is given or
                posted.

          31.2  A notice may be given by the Company to the joint holders of a
                Share by giving the notice to the joint holder first named in
                the Register in respect of


<PAGE>


                                                                              51

                that Share.

          31.3  A Member whose Registered Address is not in Australia may
                specify in writing an address in Australia to be deemed the
                Member's Registered Address within the meaning of this article
                31.

          31.4  A document sent by post is to be deemed received or served on
                the day next following that on which it was posted and in
                proving delivery or service it is sufficient to prove that the
                envelope or wrapper containing the document was properly
                addressed and stamped and was posted.

          31.5  A certificate in writing signed by a Director, Secretary or
                other officer of the Company that a document or its envelope or
                wrapper was properly addressed and stamped and was posted is
                conclusive evidence of those facts.

          31.6  A notice may be served by the Company on a Member or other
                person receiving notice under this Constitution by sending it by
                facsimile to that person at the person's Registered Address.

          31.7  A notice sent by facsimile is to be deemed served on the day
                following production of a transmission report by the machine
                from which the facsimile was sent which indicates that the
                facsimile was sent in its entirety to the person's facsimile
                number. A notice sent by electronic transmission is deemed to be
                served on the day following its transmission.

          31.8  A person who by operation of law, transfer or other means
                becomes entitled to be registered as the holder of or to
                transfer a Share is bound by every notice previously given in
                respect of that Share.

          31.9  A document delivered to or served on a Member is,
                notwithstanding the death or bankruptcy of the Member and
                whether or not the Company has notice of it, to be deemed duly
                delivered or served in respect of all Shares whether held solely
                or jointly with other persons by the Member until another person
                is registered in the Member's place and to be sufficient
                delivery or service of the document to and on the Member's legal
                personal representative, trustee or assignee and if the Member
                is a joint holder the other joint holders.

          31.10 Subject to the Corporations Law:

                (a)  if a given number of days' notice or notice extending over
                     any other period is required to be given, the day on which
                     the notice is to be deemed served and in case of a notice
                     convening a meeting the day on which the meeting is to be
                     held are to be excluded in calculating the number of days
                     or other period;

                (b)  if this Constitution requires or permits a notice, or
                     proxy, Attorney or nomination form to be given by the
                     Company, the Directors, a Director or the Secretary,
                     neither accidental omission to give the notice nor
                     non-receipt of the notice or form by any person entitled to
                     receive it invalidates the Call, meeting, resolution,
                     procedure, action or matter to which the notice or form
                     relates;


<PAGE>


                                                                              52

                (c)  the signature to a written notice need not be handwritten;
                     and

                (d)  all summonses, notices, process, judgments and orders in
                     relation to any legal proceedings by the Company or its
                     liquidator against a Member or contributory not in Victoria
                     may be served by certified or registered post (the
                     foregoing provisions as to notices applying with necessary
                     changes) and that service is to be deemed personal service.

32  Unmarketable parcels
--------------------------------------------------------------------------------
Application
          32.1  Article 32 has effect notwithstanding any other provisions of
                this Constitution to the contrary, except the provisions of
                article 31.

Invocation
          32.2  Subject to article 32.3, article 32 may be invoked only once in
                any 12 month period.

          32.3  On the announcement of a takeover scheme that relates to Shares,
                article 32 ceases to have effect in respect of Unmarketable
                Parcels that have not been sold, but the procedure under article
                32 may be started again after the close of the offers made under
                the takeover scheme.

Notice of sale
          32.4  The Company may give notice to all Minority Members that the
                Company intends to invoke article 32 to allow for the sale of
                all the Minority Member's Shares ("Minority Member's Shares").

Effective Date
          32.5  A notice to a Minority Member under article 32.4 must nominate a
                date ("Effective Date") not earlier than six weeks after the
                date of service of the notice, as the Effective Date for the
                purposes of the sale.

Notice to retain
          32.6  If a Minority Member:

                (a)  has not by the Effective Date given notice in writing to
                     the Company that the Minority Member wishes to retain the
                     Minority Member's Shares; or

                (b)  having given such a notice, revokes or withdraws it by the
                     Effective Date,

                then the following provisions of article 32 apply in respect of
                the Minority Member and the Minority Member's Shares.

Agent
          32.7  Immediately after the Effective Date, the Company is constituted
                the agent of the Minority Member:

                (a)  to sell the Minority Member's Shares within a reasonable
                     time


<PAGE>


                                                                              53

                     through a member of the ASX; and

                (b)  to deal with the proceeds of sale of the Shares in
                     accordance with article 32.

Appointment of attorney
          32.8  A transfer of the Minority Member's Shares sold under article
                32.7 may be executed on behalf of the Minority Member by an
                officer of the Company.

Single transfers
          32.9  Where the Minority Member's Shares of two or more Minority
                Members are sold at or about the same time to one person, the
                transfer may be effected by one instrument of transfer.

Proceeds of sale
          32.10 After the Company receives the proceeds of sale of the Minority
                Member's Shares:

                (a)  it may enter the name of the transferee in the Register as
                     the holder of the Shares sold and remove the name of the
                     Minority Member as holder of those Shares and cancel the
                     certificate or certificates therefor;

                (b)  it must, where the Minority Member has not surrendered to
                     the Company the certificate or certificates (if issued) for
                     the Shares or where the certificate or certificates have
                     been lost or destroyed and the Minority Member has not
                     delivered to the Company a statement and undertaking in a
                     form acceptable to the Directors that the certificate or
                     certificates have been lost or destroyed, give notice to
                     the Minority Member not later than 14 days after receipt of
                     the proceeds of sale stating that:

                     (i)  the Shares have been sold, the price per Share at
                          which they were sold, and the total proceeds of sale
                          received; and

                     (ii) the proceeds of sale will be retained by the Company
                          pending surrender of the certificate or certificates
                          for the Shares or delivery of the statement and
                          undertaking in accordance with this article 32.10;

                (c)  within 14 days of the later of:

                     (i)  receipt by the Company of the proceeds of sale; and

                     (ii) the certificate or certificates (if issued) for the
                          Shares being surrendered or the statement and
                          undertaking referred to in this article 32.10 being
                          delivered by the Minority Member to the Company,

                     ensure that the proceeds are sent to the Minority Member by
                     cheque or warrant posted to the Minority Member's
                     Registered Address (or, in the case of joint holders, to
                     the Registered Address of the holder


<PAGE>


                                                                              54

                     whose name is shown first in the Register), the cheque or
                     warrant to be made payable to or to the order of the
                     Minority Member (or, in the case of joint holders, to or to
                     the order of them jointly); and

                (d)  where the proceeds of sale are unclaimed or the Minority
                     Member fails to surrender the certificate or certificates
                     (if issued) for the Shares or to deliver the statement and
                     undertaking referred to in this article 32.10, apply the
                     proceeds of sale (subject to article 32.12) in accordance
                     with the applicable laws dealing with unclaimed moneys.

          32.11 A Minority Member to whom notice is given under article 32.10(b)
                must promptly surrender to the Company the certificate or
                certificates (if issued) for the Minority Member's Shares.

          32.12 A Minority Member whose Shares are sold by the Company under
                this article 32 indemnifies the Company against any liability or
                loss arising from and any costs, charges and expenses in
                connection with, any claim made by any person (other then the
                Minority Member) who has or claims to have any equitable or
                other claim to or interest in all or any of those Shares and the
                Company has the right to pay out of, or set off against, the
                proceeds of sale of those Shares all sums necessary to
                effectuate this indemnity.

          32.13 The Company may treat the Minority Member as the absolute owner
                of the Minority Member's Shares and, subject to article 32.10,
                solely entitled to receive the proceeds of sale and the Company
                is not, except as ordered by a court of competent jurisdiction
                or as required by statute, bound to recognise any equitable or
                other claim to or interest in those Shares or the proceeds of
                sale on the part of any person (other than the Minority Member)
                even when the Company has notice of it.

Validity of transferee's title
          32.14 The transferee of the Minority Member's Shares is not required
                to see to the regularity of the sale or application of the
                proceeds of sale and, after the transferee's name is entered in
                the Register as the holder of the Minority Member's Shares, the
                validity of the transferee's title may not be questioned by any
                person, and the remedy of any person aggrieved by the sale is in
                damages only and against the Company exclusively.

Costs
          32.15 If permitted by law, the Company must bear all costs incurred as
                a result of the sale of the Minority Member's Shares that are
                not borne by the purchaser.

33   Winding up
--------------------------------------------------------------------------------
Distribution of assets
          33.1  When the Company is being wound up, if the assets available for
                distribution among the Members as such ("the surplus assets")
                are insufficient to repay the whole of the Paid up capital, the
                surplus assets must be distributed as follows:

                (a)  the surplus assets must be applied first in repayment of
                     the capital


<PAGE>


                                                                              55

                     Paid up on all Shares that are not at the commencement of
                     the winding up Restricted Securities and so that, if the
                     surplus assets are insufficient to repay the whole of the
                     capital Paid up on those Shares, the losses are borne by
                     the holders of those Shares, as nearly as may be, in
                     proportion to the capital Paid up or which ought to have
                     been Paid up at the commencement of the winding up on such
                     of those Shares as are held by them respectively; and

                (b)  the remainder (if any) of the surplus assets must be
                     applied in repayment of the capital Paid up on all Shares
                     that are, at the commencement of the winding up, Restricted
                     Securities and so that the losses are borne by the holders
                     of those Shares, as nearly as may be, in proportion to the
                     capital Paid up or which ought to have been Paid up at the
                     commencement of the winding up on such of those Shares as
                     are held by them respectively.

          33.2  With effect on and from the date specified by the conditions of
                issue of a Restricted Security, that Restricted Security is, by
                force of article 33, classified as an ordinary Share ranking
                pari passu in all respects with and forming one class with the
                then issued ordinary Shares in the capital of the Company.

          33.3  If in a winding up the assets available for distribution among
                the Members as such are more than sufficient to repay the whole
                of the capital Paid up at the commencement of the winding up,
                the excess must be distributed among the Members in proportion
                to the capital Paid up or which ought to have been Paid up at
                the commencement of the winding up on the Shares held by them
                respectively.

          33.4  Article 33 does not add to or detract from the rights of the
                holders of preference Shares or other Shares issued on special
                terms and conditions.

          33.5  When the Company is being wound up the liquidator may with the
                approval of a special resolution:

                (a)  distribute the whole or any part of the Company's assets
                     (whether consisting of property of the same sort or not) in
                     kind among some or all of the Members and for that purpose
                     set such value as the liquidator considers fair on the
                     property so distributed and determine how the distribution
                     is to be carried out as between different Members or
                     different classes of Members; and

                (b)  vest the whole or any part of the Company's assets (whether
                     consisting of property of the same sort or not) in trustees
                     on such trusts for the benefit of some or all of the
                     Members or some or all of any class of Members as are
                     approved by the special resolution,

                but a Member may not be compelled to accept any Shares in a body
                corporate or other securities in respect of which there is a
                liability.

          33.6  On a Members' voluntary winding up a commission or fee may not
                be paid by the Company to a liquidator except with the approval
                of an ordinary


<PAGE>


                                                                              56

                resolution passed at a general meeting convened by not less than
                14 days' notice specifying the commission or fee proposed to be
                paid.

34   Indemnity and insurance
--------------------------------------------------------------------------------
          34.1  Each Officer is, to the maximum extent permitted by law,
                indemnified out of the property of the Company against any
                liability the Officer may incur to another person as such an
                Officer, except to the extent the liability is any of the
                following:

                (a)  a liability owed to the Company or a related body
                     corporate;

                (b)  a liability for a pecuniary penalty order under section
                     1317G of the Corporations Law or a compensation order under
                     section 1317H of the Corporations Law; or

                (c)  a liability that is owed to someone other than the Company
                     or a related body corporate and did not arise out of
                     conduct in good faith.

                This article 34.1 does not apply to a liability for legal costs.

          34.2  Each Officer is, to the maximum extent permitted by law,
                indemnified out of the property of the Company against any
                liability for legal costs the Officer may incur as such an
                Officer, except to the extent the liability is a liability for
                legal costs incurred in defending an action for a liability
                incurred as such an Officer and the costs are incurred:

                (a)  in defending or resisting proceedings in which the person
                     is found to have a liability for which they could not be
                     indemnified under article 34.1;

                (b)  in defending or resisting criminal proceedings in which the
                     Officer is found guilty;

                (c)  in defending or resisting proceedings brought by the
                     Australian Securities and Investments Commission or a
                     liquidator for a court order if the grounds for making the
                     order are found by the court to have been established; or

                (d)  in connection with proceedings for relief to the Officer
                     under the Corporations Law in which the court denies the
                     relief.

                Paragraph (c) does not apply to costs incurred in responding to
                actions taken by the Australian Securities and Investments
                Commission or a liquidator as part of an investigation before
                commencing proceedings for the court order.

          34.3  For the purposes of article 34.2, the outcome of proceedings is
                the outcome of the proceedings and any appeal in relation to the
                proceedings.

          34.4  Article 34.1 and article 34.2 are separate and independent
                indemnities and one


<PAGE>


                                                                              57

                is not to be read down by reference to the other.

          34.5  Subject to article 34.7:

                (a)  if an Officer becomes liable to pay any amount in respect
                     of which the Officer is indemnified under article 34.1, the
                     Company must indemnify the Officer by paying that amount to
                     the person to whom that amount is due within 30 days from
                     the date that the Officer provides satisfactory evidence to
                     the Company that the Officer is liable to pay that amount;
                     and

                (b)  if an Officer becomes liable to pay any amount in respect
                     of legal costs for which the Officer may be indemnified
                     under article 34.2, the Company must:

                     (i)  if the Company is satisfied that the amount is not,
                          and will not become, an amount for which indemnity is
                          prohibited by article 34.2, indemnify the Officer by
                          paying that amount to the person to whom that amount
                          is due within 30 days from the date that the Officer
                          provides satisfactory evidence to the Company that the
                          Officer is liable to pay that amount; or

                     (ii) if the Company is unable to determine whether the
                          amount is, or will become, an amount for which
                          indemnity is prohibited by article 34.2 advance to the
                          Officer that amount within 30 days from the date that
                          the Officer provides satisfactory evidence to the
                          Company that the Officer is liable to pay that amount.
                          The amount is repayable in full if and when and to the
                          extent that the Company determines that it is an
                          amount for which indemnity is prohibited by article
                          34.2.

                     Nothing in this article 34 requires the Company to pay an
                     amount, whether by way of indemnity or as an advance under
                     article 34.5(b) or article 34.8(b) greater than the amount
                     for which the Officer is liable.

          34.6  Nothing in article 34.2, 34.5 or 34.8 obliges the Company to
                indemnify an Officer or make an advance in respect of a
                liability for legal costs incurred by an Officer in defending or
                resisting proceedings brought against the Officer by the Company
                or a related body corporate.

          34.7  An Officer must:

                (a)  give notice to the Company promptly upon becoming aware of
                     any Claim; and

                (b)  take such action as the Company reasonably requests to
                     avoid, dispute, resist, appeal against, compromise or
                     defend any Claim or any adjudication of a Claim; and

                (c)  not make any admission of liability in respect of or settle
                     any Claim without the prior written consent of the Company;
                     and

                (d)  allow the Company or its insurers to assume the conduct,
                     negotiation


<PAGE>


                                                                              58

                     or defence of any Claim and, upon request by the Company,
                     render all reasonable assistance and co-operation to the
                     Company or its insurers in the conduct of any Claim,
                     including, without limitation, providing the Company or its
                     insurers with any documents, authorities and directions
                     that the Company or its insurers may reasonably require for
                     the prosecution or advancement of any counterclaim or
                     cross-claim; and

                (e)  upon request by the Company or its insurers, do everything
                     necessary or desirable which the Company reasonably
                     requests to enable the Company or its insurers (so far as
                     it is possible) to be subrogated to and enjoy the benefits
                     of the Officer's rights in relation to any counterclaims or
                     cross-claims or any claims against any third party and
                     render such assistance as may be reasonably requested by
                     the Company or its insurers for that purpose; and

                (f)  notify any Claim to an insurer or any other person who may
                     be liable to indemnify the Officer in respect of that Claim
                     and promptly take all reasonable steps to enforce all the
                     Officer's rights against the insurer or other person.

                (a)  If, in relation to a Claim, it is established to the
                     satisfaction of the Company that:

                     (i)  an Officer is not entitled to be indemnified under
                          article 34.1 or article 34.2, the Company is thereupon
                          relieved from each and every obligation under article
                          34.1 or article 34.2 in respect of that Claim and the
                          Officer must refund to the Company all amounts paid by
                          the Company under article 34.1 or article 34.2 in
                          respect of that Claim within 30 days of the Company
                          providing to the Officer details of such amounts; or

                     (ii) an Officer has failed to perform an obligation
                          referred to in article 34.7 and that failure has
                          materially prejudiced the Company in relation to that
                          Claim, the Company is thereupon relieved from each and
                          every obligation under this article 34 in respect of
                          that Claim.

                (b)  If an Officer becomes liable to pay any amount in respect
                     of any liability, cost or expense for which:

                     (i)  the Officer would, but for article 34.8(c), be
                          indemnified under this article 34; and

                     (ii) the Officer is insured or has rights against another
                          person (not being the Company, a related body
                          corporate or a person indemnified by the Company) in
                          respect of that liability, cost or expense,


<PAGE>


                                                                              59

                     then the Company must advance to the Officer that amount
                     within 30 days from the date that the Officer provides
                     satisfactory evidence to the Company that the Officer is
                     liable to pay that amount. The advance is repayable in full
                     if and when and to the extent that payment in respect of
                     that liability, cost or expense is received by the Officer
                     from that insurer or other person.

                (c)  If an Officer receives payment in respect of any liability,
                     cost or expense from any insurer or from a person (other
                     than the Company, a related body corporate or a person
                     indemnified by the Company) legally obliged to make that
                     payment, the Company is not required to indemnify the
                     Officer in respect of that liability, cost or expense to
                     the extent of that payment.
          34.9
                (a)  Subject to article 34.9(b), an Employee or Officer who is
                     appointed a director of an Outside Entity at the request of
                     the Company is indemnified out of the property of the
                     Company in accordance with this article 34 in respect of
                     any liability incurred in the capacity as a director of the
                     Outside Entity as if that liability had been incurred in
                     the capacity as an Officer.

                (b)  The indemnity under article 34.9(a) is available subject to
                     the provisions of any corporate policy made by the Chief
                     Executive Officer from time to time for the purposes of
                     this article 34.9.

                (c)  For the purposes of article 34.9(a), "director" includes an
                     alternate director.

                (d)  Article 34.9 does not limit the indemnity, if any,
                     available to an Employee under article 34.10.

          34.10 Without limiting the indemnity, if any, available to an Employee
                under article 34.9, an Employee may be indemnified out of the
                property of the Company. The Chief Executive Officer may make a
                corporate policy from time to time pursuant to this article
                34.10 setting out the circumstances in which the Company will
                grant an indemnity to an Employee.

          34.11 Subject to the Corporations Law, an Outside Officer may be
                indemnified out of the property of the Company.

          34.12 In this article 34:

"Claim" means:

                (a)  any writ, summons, cross-claim, counterclaim application or
                     other originating legal or arbitral process against an
                     Officer as such an Officer;

                (b)  any hearing, complaint, enquiry, investigation, proceeding
                     or application however commenced or originating against an
                     Officer as such an Officer; or


<PAGE>


                                                                              60

                (c)  any written or oral demand or threat that might result in
                     the Officer reasonably believing that any such process,
                     hearing, complaint, enquiry, investigation, proceeding or
                     application referred to in (a) or (b) above may initiated,

                which may give rise to a right to be indemnified or a right to
                be advanced an amount by the Company under this article 34.

     "Employee" means a person who is or has been an employee of the Company or
a related body corporate of the Company who is not an Officer or an Outside
Officer.
     "Executive Officer" has the same meaning as in the Corporations Law.
     "Officer" means:

                (a)  a person who is or has been a director, secretary or
                     executive officer of the Company or a wholly owned
                     subsidiary of the Company; and

                (b)  a person who is or has been a director, secretary or
                     executive officer of a related body corporate of the
                     Company (other than a wholly owned subsidiary of the
                     Company) while also a director or an employee of the
                     Company or a wholly owned subsidiary of the Company.

     "Outside Entity" means a body corporate which is not a related body
corporate of the Company.
     "Outside Officer" means a person who is or has been a director, secretary
or executive officer of a related body corporate of the Company (other than a
wholly owned subsidiary of the Company) while not an employee or director of the
Company or a wholly owned subsidiary of the Company.
          34.13 The Company may pay a premium for a contract insuring a person
                who is or has been an Officer of the Company or its related
                bodies corporate against:

                (a)  any liability incurred by that person as such an Officer
                     which does not arise out of conduct involving a wilful
                     breach of duty in relation to the Company or a
                     contravention of sections 182 or 183 of the Corporations
                     Law; and

                (b)  any liability for legal costs.

35  IR Program
--------------------------------------------------------------------------------
                The Directors may provide any assistance as they consider may be
                necessary or convenient in connection with the establishment and
                ongoing operation of a program concerning the issue of IRs
                including, but not limited to:

                (a)  the despatch to IR Holders of distributions, notices,
                     reports, information that TIRT reasonably requests the
                     Company to provide to IR Holders about the right of an IR
                     Holder to nominate persons as attorneys of TIRT under
                     articles 14.19, including the form of nomination, and other
                     information required by this Constitution to be despatched
                     to Members;

                (b)  the despatch to the depositary or custodian in respect of
                     American Depositary Receipts relating to IRs, of a
                     sufficient number of the distributions, notices reports and
                     information referred to in (a) above so that the depositary
                     or custodian may despatch such materials to


<PAGE>

                                                                              61

                     holders of those American Depositary Receipts; and

                (c)  maintenance and update of a register in which is entered
                     details of IR Holders.

36  Prohibition and enforceability
--------------------------------------------------------------------------------
          36.1  Any provision of, or the application of any provision of, this
                Constitution which is prohibited in any place is, in that place,
                ineffective only to the extent of that prohibition.

          36.2  Any provision of, or the application of any provision of, this
                Constitution which is void, illegal or unenforceable in any
                place does not affect the validity, legality or enforceability
                of that provision in any other place or of the remaining
                provisions in that or any other place.

37  Restricted Securities
--------------------------------------------------------------------------------
Restricted securities
          37.1  Restricted Securities cannot be disposed of during the escrow
                period except as permitted by the Listing Rules or ASX.

          37.2  The Company must not acknowledge a disposal (including by
                registering a transfer) of Restricted Securities during the
                escrow period except as permitted by the Listing Rules or ASX.

Breach of Restriction Agreement or Listing Rules
          37.3  During a breach of the Listing Rules relating to Restricted
                Securities, or a breach of a Restriction Agreement, the holder
                of the Restricted Securities is not entitled to any dividend or
                distribution, or voting rights, in respect of the Restricted
                Securities.

Interpretation
          37.4  In this article, the expressions "disposed of", "disposed" and
                "escrow period" have the same meaning as in Rule 15.12 of the
                Listing Rules.


<PAGE>

Contents

--------------------------------------------------------------------------------
1 Preliminary                                                                  2

       Definitions                                                             2
       Interpretation                                                          7
       Replaceable rules not to apply                                          8

2 Shares                                                                       8

       Issue of shares and grant of options                                    8
       Preference Shares                                                       8
       Interest on share capital                                               9
       Joint holders                                                           9
       Shares held on trust                                                    9
       Employee incentive schemes                                             10

3 Certificates and CHESS statements                                           10

4 Calls                                                                       11

       Power to make Calls                                                    11
       Time of Call                                                           11
       Notice of Call                                                         11
       Default in payment                                                     12
       Actions for recovery                                                   12
       Prepayment                                                             12
       Other payments on Shares deemed Calls                                  12

5 Forfeiture and lien                                                         13

       Lien for unpaid Calls                                                  13
       Notice to pay unpaid Call                                              13
       Forfeiture                                                             13
       Surrender                                                              14
       Company's rights to recover payments                                   14

6 Transfer of Shares                                                          15

       Registration                                                           15
       Instruments of transfer                                                16
       Restrictions on transfer                                               16
       Compliance with CHESS Rules                                            17
       Closing Register                                                       17
       Certification of transfers                                             17

7 Limitations on foreign ownership                                            18

       Foreign ownership restrictions in Telstra Act                          18
       Information on Foreign Ownership                                       18
       Directors' power to dispose of Shares                                  20
       Proceeds of sale                                                       21
       Payment of net amount                                                  21
       Exercise of powers by Directors                                        21
       Forms and rules                                                        22
       Register                                                               22
       Delegation                                                             23
       Transitional                                                           23
       Information on Tax Residency                                           24

<PAGE>

8 Transmission of Shares                                                      24

9 Reduction of capital                                                        24

10 Alteration of rights                                                       24

11 Borrowing powers                                                           25

12 General meetings                                                           25

       Annual general meeting                                                 26
       Convening general meeting                                              26
       Notice of general meeting                                              26
       Auditor's and Directors' rights to attend general meetings             27
       Attendance at general meetings                                         27
       Postponement or cancellation of meeting                                27

13 Proceedings at general meetings                                            29

       Quorum                                                                 29
       Chairman                                                               29
       Conduct of general meetings                                            30
       How questions decided                                                  31
       Objection to voting qualification                                      31
       Adjournment                                                            32
       Representation of Commonwealth                                         32

14 Votes of members                                                           32

       Entitlement to vote                                                    33
       Joint shareholders' vote                                               34
       Vote of shareholder of unsound mind                                    34
       Effect of unpaid call                                                  34
       Objection to voting qualification                                      34
       Appointment of proxy                                                   34
       Instrument of proxy                                                    35
       Right to appoint attorneys                                             36
       Validity of vote in certain circumstances                              38
       Effect of unpaid moneys                                                38
       Restricted Securities                                                  38

15 Directors                                                                  38

       Number of Directors                                                    38
       No Share qualification                                                 38
       Nomination and notice of candidature                                   38
       Appointment                                                            39

16 Remuneration and expenses                                                  39

17 Retirement benefit                                                         40

18 Vacation of office and conflict of interest                                40

       Vacation of office                                                     40
       Director's interests                                                   41

19 Rotation of Directors                                                      43

20 Powers of Directors                                                        43

<PAGE>

21 Proceedings of Directors                                                   44

       Meetings                                                               44
       Quorum                                                                 44
       Effect of vacancy                                                      44
       Convening meetings                                                     44
       Appointment of proxy                                                   45
       Chairman and Deputy Chairman                                           45
       How questions decided                                                  45
       Committees                                                             46
       Written resolution                                                     46
       Use of technology                                                      46
       Validity of acts of Directors                                          46

22 Chief Executive Officer and Executive Directors                            46

       Appointment and removal                                                46
       Remuneration                                                           47
       Powers                                                                 47

23 Alternate Directors                                                        47

24 Local management                                                           48

       Powers of attorney                                                     48
       Sub-delegation                                                         49
       Branch registers                                                       49

25 Secretary                                                                  49

26 Authentication of Documents                                                49

       Company seals                                                          49
       Use of common seal or duplicate common seal                            49
       Seal Register                                                          50
       Use of official seal                                                   50
       Sealing and signatures by mechanical means                             50
       Cheques and the like                                                   50

27 Reserves                                                                   50

28 Dividends                                                                  51

       Calculation and apportionment of dividends                             51
       Directors' powers                                                      51
       Payment                                                                51
       Retention                                                              52
       Distribution of specific assets                                        52

29 Capitalisation of profits                                                  52

30 Inspection of books                                                        53

31 Service of Documents                                                       54

32 Unmarketable parcels                                                       55

       Application                                                            55
       Invocation                                                             55
       Notice of sale                                                         56
       Effective Date                                                         56

<PAGE>

       Notice to retain                                                       56
       Agent                                                                  56
       Appointment of attorney                                                56
       Single transfers                                                       56
       Proceeds of sale                                                       56
       Validity of transferee's title                                         58
       Costs                                                                  58

33 Winding up                                                                 58

       Distribution of assets                                                 58

34 Indemnity and insurance                                                    59

35 IR Program                                                                 64

36 Prohibition and enforceability                                             65

37 Restricted Securities                                                      65

       Restricted securities                                                  65
       Breach of Restriction Agreement or Listing Rules                       65
       Interpretation                                                         65