Exhibit 1.2


                                   DATED: 2002


                             CABLE AND WIRELESS PLC



                                     - and -



                               DAVID NORMAN PRINCE





                                SERVICE AGREEMENT








                             Cable and Wireless plc
                               124 Theobalds Road
                                     London
                                    WC1X 8RX


                                     <PAGE>


                                       11



THIS AGREEMENT is made on the 14th day of May 2002

BETWEEN:

(1)     CABLE AND WIRELESS PLC, a company registered in England (registered no.
        238525) whose registered office is at 124 Theobalds Road, London WC1X
        8RX ("the Company"); and

(2)     David Norman Prince of The Pound, Northend, Batheastern, Bath BA1 8EW
        ("the Executive")

WHEREAS the Board of Directors of the Company have approved the terms of this
Agreement under which the Executive is to be employed

IT IS HEREBY AGREED as follows:-

1.      Appointment

The Company shall employ the Executive and the Executive shall serve the Company
as Executive Director, Finance on and subject to the terms and conditions
specified herein ("the Employment").

2.      Duration of employment

Subject to Clauses 17 and 18 below, the Employment may be terminated by either
party by giving one year's written notice to that effect on the other party.
Such notice may be served at any time. Notwithstanding the provisions of this
Clause the Executive's employment shall automatically terminate on the first day
of the month immediately following the month in which the Executive becomes 60
years of age.

3.      Duties

3.1     The Executive shall be employed in the post of Executive Director,
        Finance in which capacity he shall devote the whole of his time,
        attention and skill as is necessary for the proper and efficient
        discharge of his duties hereunder. He shall faithfully and diligently
        perform such duties and exercise such powers consistent therewith as may
        reasonably be assigned to or vested in him by the Board of Directors. To
        the extent that is appropriate for an Executive Director he shall use
        his best endeavours to further the interests of the Company and Group
        Companies.

3.2     The Company reserves the right (a) to assign to the Executive duties of
        a different nature either additional to, or instead of, those referred
        to in Clause 3.1 above, and/or (b) to require the Executive to perform
        services for, or hold any office in, any Group Company without further
        remuneration (unless otherwise agreed). However, the Executive will not
        be assigned duties or required to hold office or perform services which
        he cannot reasonably perform, or which are inconsistent with his role as
        Executive Director of the Company.

3.3     The Executive shall comply with the reasonable and lawful orders of the
        Chief Executive for the time being of the Company or given by or with
        the authority of the Board of Directors and shall comply with all the
        Company's rules, regulations, policies and procedures from time to time
        in force, as are applicable to him.

3.4     The Executive will report to the Chief Executive for the time being of
        the Company or to such other member of the Board of Directors as the
        Board of Directors shall from time to time specify.

4.      Exclusivity of service

4.1     The Executive shall not (without the prior written consent of the Chief
        Executive) during the Employment directly or indirectly be interested
        in, engage in, be concerned with, or provide services to, any other
        person, company, business entity or other organisation whatsoever
        (whether as an employee, officer, director, agent, partner, consultant
        or otherwise) in respect of:-

        (a)     any business which is similar to or competitive with the
                business of the Company or any Group Company;

        (b)     any other business or activity which materially affects the
                proper and efficient discharge of his duties hereunder.

PROVIDED THAT the Executive may hold up to 3% of any securities in a company
which is quoted on any recognised Stock Exchange.

4.2     Subject to any written regulations issued by the Company which are
        applicable to him, the Executive or his Immediate Relatives shall not be
        entitled to receive or obtain directly or indirectly any discount,
        rebate, commission or other benefit in respect of any business
        transacted (whether or not by him) by or on behalf of the Company or any
        Group Company and if he, his Immediate Relatives or any company or
        business entity in which he is interested, shall directly or indirectly
        obtain any such discount, rebate, commission or other benefit he shall
        forthwith account to the Company or Group Company for the amount
        received or value of the benefit so obtained.

4.3     The Executive confirms that he has disclosed fully to the Company all
        circumstances in respect of which there is, or there might be, a
        conflict of interest between the Company or any Group Company, and the
        Executive or his Immediate Relatives. He agrees to disclose fully to the
        Company any such circumstances which may arise during the Employment.

5.      Salary and benefits

5.1     The Company shall pay to the Executive a base salary of (pound)400,000
        per annum, payable monthly in arrears by equal instalments, less any
        deductions required by law or as agreed by the parties hereto. The
        Remuneration Committee of the Board of Directors will review annually
        the base salary in accordance with the policy (from time to time in
        force) relating to the remuneration of the Directors and may in its
        absolute discretion increase but not decrease the base salary by such
        amount as it thinks fit. If the Rethuneration Committee of the Board of
        Directors elects to increase the amount of the base salary to be paid to
        the Executive under this Clause 5.1, the Company shall endorse a note of
        the increased rate of salary in Schedule 1 hereto.

5.2     The remuneration specified in Clause 5.1 above shall be inclusive of any
        fees to which the Executive may be entitled as a Director of the Company
        or of any Group Company.

5.3     The Executive is entitled to participate in the Company's private
        medical insurance, long term invalidity benefit and personal accident
        insurance schemes, from time to time in force, subject to the prevailing
        terms and conditions of such policies. The Company reserves the right to
        amend and change such schemes at its sole discretion providing it gives
        the Executive 3 months notice in writing and the replacement benefits
        are of a similar nature.

5.4     Whilst working at the Company or any Group Company location outside the
        UK, medical cover will be provided in accordance with the Group's
        International Health Scheme from time to time in force, subject to the
        prevailing terms and conditions of such scheme. The Company reserves the
        right to amend and change such scheme at its sole discretion.

6.      Expenses

The Company shall reimburse to the Executive (against receipts or other
satisfactory evidence) all reasonable business expenses properly incurred and
defrayed by him in the course of the Employment, subject to the Company's
prevailing rules and policies relating to expenses.

7.      Professional subscriptions

The Company will reimburse the Executive the cost of annual subscriptions in
respect of his membership of two relevant professional institutions.

8.      Incapacity and medical examinations

8.1     Provided the Executive complies with the Company's standard rules on
        notification of absence due to illness or injury (as amended from time
        to time) he shall continue to be paid salary and receive his contractual
        benefits during any absence from work due to illness or injury for an
        aggregate of 130 working days in any period of 12 months provided
        however that such payment shall include any sickness or other benefit to
        which the Executive is entitled under Social Security legislation for
        the time being in force.

8.2     The Company may require the Executive to undergo examinations by medical
        advisers appointed or approved by the Company and the Executive
        authorises such advisers to disclose to the Company the results of such
        examinations and to discuss with it any other matter arising from such
        examinations that may affect the Executive's performance of his duties.

9.      Hours of work

There are no fixed working hours. The Executive is required to work such hours
as are reasonably necessary for the efficient discharge of the duties of the
Employment. Overtime pay is not applicable. The Executive agrees that the 48
hour current average weekly working time contained in the Working Time
Regulation ("the Regulations") shall not apply to the Employment under this
Agreement. In the event the Executive wishes to withdraw his agreement to work
beyond the said average weekly working week he is required to give to the
Company 3 months written notice to that effect.

10.     Deductions

The Company shall be entitled at any time during the Employment, or in any event
on termination, howsoever arising, to deduct from the Executive's remuneration
hereunder any monies properly due from him to the Company including but not
limited to any outstanding loans, advances, relocation expenses, the cost of
repairing any damage or loss to the Company's property caused by him (and of
receiving the same), excess holiday, and any other monies owed by him to the
Company. For the avoidance of doubt, this Clause shall not apply to any benefits
or monies which have accrued to the Executive under any pension scheme
applicable to him.

11.     Statutory particulars and miscellaneous provisions

The statutory particulars of employment required by Section 1 of the Employment
Rights Act 1996 are contained in Schedule 2 hereto.

12.     Place of work

The Executive's current place of work shall be at the Company's Head Office
wherever located. The Company reserves the right to change the Executive's place
of work to any such location in the world as the Company shall from time to time
advise him PROVIDED THAT the Executive agrees to be relocated and in the event
of a change of workplace which reasonably requires the Executive to relocate his
primary private residence, he shall be entitled to the benefits under the
Company relocation policy from time to time in force. In the performance of his
duties hereunder, the Executive may be required to travel both throughout and
outside the United Kingdom.

13.     Incentive Plans

The Executive shall be entitled, at the absolute discretion of the Board of
Directors, to participate in the following incentive plans, subject to the
prevailing terms and conditions of each plan:

                  Short Term Incentive Plan (STIP)

                  Deferred Short Term Incentive Plan (Deferred STIP)

                  Performance Share Plan (PSP)

                  Share Option Plan

14.     Holidays

14.1    The Executive shall be entitled to receive his remuneration for all Bank
        and Public holidays normally observed in England and a further 30
        working days' holiday in each calendar year (from 1 January to 31
        December). The Executive may only take his holiday at such times as are
        agreed with the Chief Executive or other member of the Board of
        Directors to whom he reports.

14.2    In the holiday years in which the Employment commences or terminates the
        entitlement to holiday shall accrue on a pro rata basis for each
        complete month of service.

14.3    The Company reserves the right, at its sole discretion, to require the
        Executive to take any outstanding holiday during any notice period
        (whether served by the Company or the Executive) or to make payment in
        lieu thereof.

14.4    Holiday entitlement for one holiday year cannot be taken in subsequent
        holiday years without the prior written consent of the Chief Executive,
        or other member of the Board of Directors to whom he reports.

15.     Pension Scheme and death in service benefit

15.1    The Executive shall be entitled to participate in the LBP, subject to
        its terms and conditions from time to time in force. The Company will
        provide employer's pension contributions at the rate of 30% of basic
        salary from time to time. The Executive will not be required to pay any
        pension contributions. The Company will pay the maximum amount of
        pension contributions permissible under Inland Revenue rules into the
        LBP. The remainder of the 30% contribution will be paid into an
        unapproved retirement benefit plan for the benefit of the Executive,
        such plan to be in terms acceptable to the Executive.

15.2    The Company shall ensure that during the Employment it will effect and
        maintain, at the Company's expense death-in-service benefit for the
        Executive for an amount equal to four times the Executive's base salary
        from time to time. 16. Reasonableness of Restrictions

16.1    The Executive recognises that, whilst performing his duties for the
        Company, he will have access to and come into contact with trade secrets
        and confidential information belonging to the Company or to Group
        Companies and will obtain personal knowledge of and influence over its
        or their customers and/or employees. The Executive therefore agrees that
        the restrictions contained in Schedules 3 and 4 are reasonable and
        necessary to protect the legitimate business interests of the Company
        and its Group Companies both during and after the termination of his
        Employment.

16.2    The Executive agrees that he will observe the obligations set out in
        Schedules 3 and 4.

16.3    The Executive agrees that in the event of receiving from any person,
        company, business entity or other organisation an offer of employment
        either during the continuance of this Agreement or during the
        continuance in force of any of the restrictions set out in Schedules 3
        and 4, he will forthwith provide to such person, company, business
        entity or other organisation making such an offer of employment a full
        and accurate copy of this Agreement signed by the parties hereto.

17.     Termination

17.1    Notwithstanding Clause 2 above, the Company may, by a majority decision
        of the Board of Directors (excluding the Executive), terminate the
        Employment with immediate effect (and without notice or compensation in
        lieu thereof) if the Executive shall at any time:-

        17.1.1  be guilty of dishonesty, or other gross misconduct, or gross
                incompetence or willful neglect of duty, or commit any other
                serious breach of this Agreement; or

        17.1.2  act in any manner (whether in the course of his duties or
                otherwise) which does, or is likely to, bring him or the Company
                or any Group Company into serious disrepute; or

        17.1.3  become bankrupt, apply for or have made against him a receiving
                order under Section 286 Insolvency Act 1986, or have any order
                made against him to reach a voluntary arrangement as defined by
                Section 253 of that Act; or

        17.1.4  resign as a director of the Company or any Group Company
                (without the written consent of the Board of Directors); or

        17.1.5  be or become of unsound mind; or

        17.1.6  be guilty of continuing unsatisfactory conduct or unsatisfactory
                performance of his duties, after having received a written
                warning from the Board of Directors relating to the same; or

        17.1.7  be convicted of an indictable offence materially affecting his
                suitability of continued employment; or

        17.1.8  be or become prohibited by law from being a director, as a
                result of any default by him.

        Any delay by the Company in exercising such right to terminate shall not
        constitute a waiver thereof.

17.2    The Company may terminate the Executive's employment on 12 months'
        written notice, in the event that the Executive is incapacitated by
        ill-health (physical or mental) or injury from fully performing his
        duties for an aggregate period of 130 working days in any period of 12
        consecutive months. The Company's right to terminate would not be
        exercised if it would limit the Executive's rights under the long term
        invalidity benefit scheme provided by the Company pursuant to Clause 5.3
        above.

17.3    The Company shall be entitled to suspend the Executive on full pay and
        benefits whilst carrying out an investigation into the Executive's
        involvement in an allegation concerning any matter referred to in Clause
        17.1 above. The period of such suspension shall not normally exceed 6
        weeks.

17.4    On termination of the Employment, the Executive shall forthwith return
        to the Company in accordance with its instructions all equipment,
        correspondence, records, specifications, software, models, notes,
        reports and other documents and any copies thereof and any other
        property belonging to the Company or its Group Companies (including but
        not limited to the Company car keys, computer, or other equipment,
        credit cards, keys and passes) which are in his possession or under his
        control. The Executive shall, if so required by the Company, confirm in
        writing his compliance with his obligations under this Clause 17.4.

17.5    The Executive agrees that the Company may at its absolute discretion
        require the Executive not to attend at work and/or not to undertake all
        or any of his duties hereunder during any period of notice (whether
        given by the Company or the Executive), provided always that the Company
        shall continue to pay the Executive's salary and contractual benefits
        and that the Board of Directors gives written consent for the Executive
        to resign as a director of the Company or any Group Company

17.6    The termination of the Employment shall be without prejudice to any
        right the Company may have in respect of any breach by the Executive of
        any of the provisions of this Agreement which may have occurred prior to
        such termination.

17.7    In the event of termination of the Employment hereunder, the Executive
        agrees that he will not at any time after such termination represent
        himself as still having any connection with the Company or any Group
        Company save as a former employee for the purpose of communicating with
        prospective employers or complying with any applicable statutory
        requirements.

18.     Termination following a Corporate Change

18.1    If at any time within six months following the happening of a Corporate
        Change the Company (or its successors) takes any step other than
        provided by this Agreement which:

        18.1.1  repudiates the Executive's employment by reducing the nature or
                scope of the Executive's duties fiduciary duties or authority
                contrary to Clause 3 above, or by reducing the Executive's total
                compensation package, or otherwise by altering the terms of the
                Executive's employment which in all such cases is material and
                adverse to the Executive (taking his terms and conditions as a
                whole) without the Executive's consent; or

        18.1.2  constitutes a material and adverse breach of this Agreement
                which is continuing 28 days after the Company has received
                written warning thereof from the Executive;

        the Executive shall have the right on giving one month's written notice
        to terminate the Employment.

18.2    On the termination of the Executive's employment by virtue of him having
        given notice to the Company under and in accordance with Clause 18.1 the
        Executive shall be entitled conditionally upon undertaking that he will
        comply with the obligations of Schedules 3 and 4 of this Agreement to
        receive and the Company (or its successor) shall pay to the Executive
        compensation of an amount equal to twice the Executive's annual base
        salary (annual base salary for this purpose shall be calculated at the
        rate payable to the Executive immediately prior to the date of the
        Corporate Change).

18.3    The Termination Sum shall be paid to the Executive no later than 28 days
        following the day on which the Executive's notice expires.

18.4    The Termination Sum shall be paid less any appropriate income tax and
        employee national insurance.

18.5    The Termination Sum shall be accepted by the Executive in full and final
        settlement of all claims the Executive may have against the Company
        under the terms of this Agreement.

18.6    For the avoidance of doubt the Company acknowledges that the Termination
        Sum shall not be reduced by any amounts paid to the Executive or
        benefits received or to be received by the Executive from another
        subsequent employer.

18.7    On termination of the Executive's employment by virtue of him having
        given notice to the Company under and in accordance with Clause 18.1 the
        Executive's entitlements under the STIP, the Deferred STIP, the PSP and
        the Share Option Plan will be those applicable in the case of
        termination of employment by reason of redundancy or early retirement
        under the prevailing rules of each plan.

18.8    If the Executive exercises his right under this Clause at any time after
        either the Company or the Executive has given notice to terminate the
        Employment in accordance with the terms of this Agreement, only a
        fraction of the Termination Sum will be payable. The fraction will be
        the period of months from the date the Executive gives notice under
        Clause 18.1 to the end of the original notice period divided by 12.

19.     Directorships

19.1    Unless otherwise requested in writing by the Board of Directors, the
        Executive shall forthwith in writing resign from all directorships,
        trusteeships and other offices he may hold from time to time with the
        Company or any Group Company without compensation for loss of office
        but, without removing the Executives right to claim for damages for
        breach of contract or otherwise, in the event of:-

        19.1.1  the termination of the Employment; or

        19.1.2  either party serving notice of termination of the Employment
                under Clause 2 above or the Company serving on the Executive
                notice of termination of the Employment under Clause 17.2 above;
                or

        19.1.3  the Company exercising its rights under Clause 17.5 above.

19.2    On the termination of the Employment, the Executive shall forthwith
        transfer (without payment) to the Company (or as the Company may direct)
        any qualifying or nominee shares provided by it or any third party in
        any Group Company to him.

19.3    The Executive shall at the time of executing this Agreement appoint the
        Company as his attorney by executing a power of attorney in the form set
        out in Schedule 5 to do and sign in his name and on his behalf any
        things and documents as may be required under the constitution of each
        company to make his resignation effective.

20.     Liquidation for reconstruction or amalgamation

The Executive shall have no claim against the Company if the Employment is
terminated by reason of the liquidation of the Company for the purposes of
amalgamation or reconstruction provided that he is offered employment with any
concern or undertaking resulting from such amalgamation or reconstruction on
terms and conditions which taken as a whole are not substantially less
favourable than the terms of this Agreement.

21.     Insider dealing

The Executive is required during the Employment with the Company and any period
of employment by a Group Company, under this or any subsequent Agreement, and
for a period of twelve months after the termination of the Employment by the
Company or any Group Company to comply (and ensure that his spouse and dependent
children comply) with all applicable rules of law, every regulation of The
London Stock Exchange Limited and every other market on which the Company is
listed and any applicable Code of Conduct of the Company in relation to dealings
in shares, debentures or other securities of the Company or any other Group
Company and any unpublished price sensitive information affecting the securities
of any other company. Further, in relation to overseas dealings he will also
comply with all laws of the State and all regulations of the Stock Exchange
market or dealing system in which such dealings take place. Failure to comply
with these obligations during the course of the Employment will constitute gross
misconduct.

22.     Severability

The various provisions and sub-provisions of this Agreement and the Schedules
attached hereto are severable. If any provision or sub-provision (or
identifiable part thereof) is held to be invalid or unenforceable by any court
of competent jurisdiction, then such invalidity or unenforceability shall not
affect the validity or enforceability of the remaining provisions or
sub-provisions (or identifiable parts thereof) in this Agreement or its
Schedules.

23.     Warranty

The Executive represents and warrants that he is not prevented by any agreement,
arrangement, contract, understanding, Court Order or otherwise, which in any way
directly or indirectly restricts or prohibits him from fully performing the
duties of the Employment, or any of them, in accordance with the terms and
conditions of this Agreement.

24.     Notices

Any notice to be given hereunder may be delivered (a) in the case of the Company
by hand or first class post addressed to its Registered Office for the time
being and (b) in the case of the Executive, either to him personally or by first
class post to his last known address. Notices served by post shall be deemed
served on the second business day after the date of posting. For the purposes of
this Clause, "business day" means a day on which banks are open for business in
the place of both the posting and the address of the notice.

25.     Definitions

In this Agreement the following words and cognate expressions shall have the
meanings set out below:-

25.1    a "Group Company" includes any firm, company, corporation or other
        business entity:-

        25.1.1  which is directly or indirectly controlled by the Company; or

        25.1.2  which directly or indirectly controls the Company; or

        25.1.3  which is directly or indirectly controlled by a third party who
                also directly or indirectly controls the Company; or

        25.1.4  which is the successor in title or assign of the firms,
                companies, corporations or other business entity referred to in
                this Clause 25.1; or

        25.1.5  in which any other firm, company, corporation, or other business
                entity referred to above has a beneficial ownership of or
                controls 20% or more of the issued share capital of its capital
                assets.

25.2    "The Board of Directors" shall mean the Board of Directors of the
        Company.

25.3    "Executive Directors" shall mean the executive directors serving on the
        Board of Directors and "Executive Director" shall mean an executive
        director serving on the Board of Directors.

25.4    "Immediate Relatives" shall include husband, wife, common law spouse,
        children, brothers, sisters, cousins, aunts, uncles, parents,
        grandparents, and the aforesaid relatives by marriage.

25.5    "LBP" shall mean the Company's Lifetime Benefits Plan

25.6    "Control" for the purpose of Clause 25.1 has the meaning ascribed by
        Section 416 Taxes Act 1988.

25.7    "Corporate Change" shall mean:

        25.7.1  If any person (i) obtains control of the Company (within the
                meaning of section 840 of the Income and Corporation Taxes Act
                1988) as a result of making a general offer to acquire the
                shares in the Company, or (ii) having obtained such control
                makes such an offer, or (iii) obtains such control following
                sanction by the Court under section 425 of the Companies Act
                1985 if a compromise or arrangement is proposed for the purpose
                of or in connection with a scheme for the reconstruction of the
                Company.

        25.7.2  For the purposes of Clause 25.7.1 above, a person shall be
                deemed to have obtained control of the Company if he and others
                acting in concert with him have together obtained control of it
                and for the avoidance of doubt in determining whether a person
                obtains the control the existence or relinquishment to the
                Special Share shall be ignored.

        25.7.3  If any person becomes bound or entitled to acquire shares in the
                Company under sections 428 to 430F of the Companies Act 1985.

        25.7.4  If the Company acquires any company, assets or business as a
                result of which there is a change in boardroom control of the
                Company or in the voting control of ordinary shareholders in the
                Company; Control for the purposes of this sub clause shall mean
                where the individuals who are directors of the Company
                immediately prior to the Corporate Change shall cease for any
                reason (except death or total or permanent incapacity) to
                constitute a majority of the directors of the Company, or of any
                successor to the Company, after the Corporate Change.

25.8    "Termination Sum" shall mean the aggregate of the compensation
        calculated in accordance with the provisions of Clause 18.2.

26.     Construction

26.1    The provisions of the Schedules hereto and any additional terms endorsed
        in writing by or on behalf of the parties hereto shall be read and
        construed as part of this Agreement and shall be enforceable
        accordingly.

26.2    The benefit of each agreement and obligation of the Executive under
        Schedules 3 and/or 4 hereto of this Agreement may be assigned to and
        enforced by all successors and assigns for the time being of the Company
        and such agreements and obligations shall operate and remain binding
        notwithstanding the termination of this Agreement.

27.     Prior agreements

This Agreement, together with the letter of 12 April from the Group Director of
Human Resources of the Company to the Executive, cancels and is in substitution
for all previous letters of engagement, agreements and arrangements (whether
oral or in writing) relating to the subject-matter hereof between the Company
and/or any Group Company and the Executive all of which shall be deemed to have
been terminated by mutual consent. This Agreement, together with the letter of
12 April from the Group Director of Human Resources of the Company to the
Executive, constitutes the entire terms and conditions of the Employment and no
waiver or modification thereof shall be valid unless in writing, signed by the
parties and only to the extent therein set forth.

28.     Governing law

This Agreement is governed by and construed in accordance with the laws of
England and the exclusive jurisdiction of the English Courts in relation to any
claim, dispute or matter arising out of or relating to this Agreement.

<PAGE>


                                   SCHEDULE 1

                          Variations of this Agreement

                               Increase in salary

By their respective signatures in Columns 4 and 5 set opposite the relevant
entry in Column 1 on the date stated in Column 3 the parties agree that the
Executive's base salary payable under Clause 5.1 is increased to the annual rate
stated in Column 1 with effect from the date stated in Column 2.

<TABLE>
          1                      2                     3                     4                     5
 Revised Annual Rate     Effective Date of     Date of this Entry   Signed on behalf of      Signed by the
      of Salary               increase                                  the Company            Executive
----------------------- --------------------- --------------------- --------------------- --------------------

<S>                     <C>                   <C>                   <C>                   <C>

----------------------- --------------------- --------------------- --------------------- --------------------


----------------------- --------------------- --------------------- --------------------- --------------------


----------------------- --------------------- --------------------- --------------------- --------------------


----------------------- --------------------- --------------------- --------------------- --------------------

</TABLE>

<PAGE>

                                   SCHEDULE 2

                       Statutory particulars of employment

1.      Continuity of employment

The Executive's period of continuous employment commenced on [1st July 2002]. No
other period of employment with any previous employer is regarded as continuous
with the employment of the Executive by the Company.

2.      Grievance procedure

If the Executive has any grievance concerning any aspect of his Employment, he
should raise this at the first instance with the Chief Executive. If the matter
is not satisfactorily resolved, he may raise it with the Board of Directors, or
a sub-committee nominated by the Board of Directors.

3.      Disciplinary procedure

The Company expects the highest standards of performance and conduct from the
members of its Board of Directors. There is no disciplinary procedure applicable
to the Employment.

4.      Pension scheme

There is no contracting-out certificate in force in relation to the Employment.

5.      Collective agreements

There are no collective agreements with trade unions which directly affect the
terms and conditions of the Employment.

<PAGE>

                                   SCHEDULE 3

                 Confidentiality & intellectual property rights

1.      Confidentiality

1.1     Subject to Paragraph 3 below, the Executive shall during the Employment
        with the Company or any Group Company, and at all times (without limit)
        after the termination thereof, directly or indirectly

        1.1.1   not use or exploit for his own purposes or those of any other
                person, company, business entity or other organisation
                whatsoever; or

        1.1.2   not disclose to any person, company, business entity or other
                organisation whatsoever;

        any trade secrets or confidential information relating or belonging to
        the Company or its Group Companies including but not limited to any such
        information relating to customers, customer lists or requirements, price
        lists or pricing structures, marketing and information, Intellectual
        Property, business plans or dealings, technical data, employees or
        officers, financial information and plans, designs, formulae, product
        lines, research activities, any document marked "Confidential", or any
        information which the Executive has been told is "Confidential" or which
        he might reasonably expect the Company would regard as "Confidential",
        or any information which has been given to the Company or Group Company
        in confidence by customers, suppliers or other persons.

2.      Notes and memoranda

The Executive shall not at any time during the continuance of the Employment
make any notes or memoranda relating to any matter within the scope of the
Company's business, dealings or affairs otherwise than for the benefit of the
Company or any Group Company. All such notes and memoranda made by the Executive
shall remain at all times the property of the Company.

3.      Exceptions to paragraph 1

3.1     The obligations contained in Paragraph 1 shall not apply:-

        3.1.1   to any information or knowledge which may subsequently come into
                the public domain unless it is other than by way of unauthorised
                disclosure (whether by the Executive or a third party);

        3.1.2   to any act of the Executive in the proper performance of the
                duties of the Employment;

        3.1.3   where such use or disclosure has been properly authorised by the
                Company;

        3.1.4   to any information which the Executive is required to disclose
                in accordance with Orders of a Court of competent jurisdiction
                or any request properly made by any Statutory Regulatory
                Authority.

        3.1.5   to any information disclosed by a third party who to the
                Executive's knowledge is not bound by a duty of confidence to
                the Company or any Group Company

        3.1.6   to information known to the Executive prior to his employment
                hereunder

4.      Third party confidentiality

The Company or its Group Companies may from time to time be entrusted with
confidential or proprietary information, trade secrets, Intellectual Property of
any other person, firm, company, corporation, business entity or other
organisation. In such circumstances, the Executive agrees to be bound by any
contractual undertakings or obligations which the Company or any Group Company
have agreed to impose on its or their employees in respect thereof. He further
agrees to enter into any confidentiality undertaking that the Company or any
Group Company may reasonably require, for the protection of its legitimate
interests, him to enter into with any third party in respect thereof.

5.      Termination

On the termination of the Employment with the Company and/or any Group Company
or the Company exercising its rights under Clause 17.5, the Executive shall
forthwith account for and deliver up to the Company all documents, software,
disks and other information-storing medium (including all copies, summaries,
notes and reproductions thereof) in his possession, custody or control which
contain information or data:-

        (a)     belonging to the Company or any Group Company (or their
                customers or suppliers) relating to the past, existing or
                proposed business activities of the Company or any Group
                Company; or

        (b)     belonging to any third party who has given such information to
                the Company or any Group Company in confidence or on a
                restricted basis.

6.      Copyright

6.1     All records, documents, papers (including copies and summaries thereof)
        and other copyright protected works made or acquired by the Executive in
        the course of the Employment shall, together with all the worldwide
        copyright and design rights in all such works, be and at all times
        remain the absolute property of the Company.

6.2     The Executive hereby irrevocably and unconditionally waives all rights
        granted by Chapter W of Part I of the Copyright, Designs and Patents Act
        1988 that vest in him (whether before, on or after the date hereof) in
        connection with his authorship of any copyright works in the course of
        his Employment, wherever in the world enforceable including, without
        limitation, the right to be identified as the author of any such works
        and the right not to have any such works subjected to derogatory
        treatment.

7.      Patents Act 1977

7.1     The Company and the Executive acknowledge and accept the provisions of
        Sections 39 to 42 of the Patents Act 1977 ("the Act") relating to the
        ownership of employees' inventions and the compensation of employees for
        certain inventions respectively.

7.2     The Executive acknowledges and agrees that by virtue of the nature of
        his duties and the responsibilities arising he has a special obligation
        to further the interests of the Company within the meaning of Section
        39(1)(b) of the Act.

7.3     Any invention, development, process, plan, design, formula,
        specification, program or other matter or work whatsoever (collectively
        "the Inventions") made, developed or discovered by the Executive, either
        alone or in concert, whilst the Executive is employed by the Company
        shall forthwith be disclosed to the Company and subject to Section 39 of
        the Act shall belong to and be the absolute property of the Company.

7.4     With respect to those rights in the Inventions which do not belong to
        the Company pursuant to Paragraph 7.3 (collectively "Executive Rights"),
        the Executive at the request and cost of the Company (and
        notwithstanding the termination of the Employment) shall forthwith
        license or assign (as determined by the Company) to the Company the
        Executive Rights and shall deliver to the Company all documents and
        other materials relating to the Inventions. The Company shall pay to the
        Executive such compensation for the licence or assignment as the Company
        shall determine in its absolute discretion, subject to Section 40 of the
        Act.

7.5     The Executive shall at the request and cost of the Company (and
        notwithstanding the termination of the Employment) sign and execute all
        such documents and do all such acts as the Company may reasonably
        require:-

        7.5.1   to apply for and obtain in the sole name of the Company alone
                (unless the Company otherwise directs) patent, registered
                design, or other protection of any nature whatsoever in respect
                of the Inventions in any country throughout the world and, when
                so obtained or vested, to renew and maintain the same;

        7.5.2   to resist any objection or opposition to obtaining, and any
                petitions or applications for revocation of any such patent,
                registered design or other protection; and

        7.5.3   to bring any proceedings for infringement of any such patent,
                registered design or other protection.

7.6     The Company shall decide, in its sole discretion, whenever to apply for
        patent, registered design or other protection in respect of the
        Inventions and reserves the right to work any of the Inventions as a
        secret process.

8.      Definitions

The definitions set out in Clause 25 of the Agreement shall also apply to this
Schedule 3 and for the purposes of this Schedule 3 the following words shall
have the meaning set out below:-


"Intellectual Property" includes letters patent, trade marks (whether registered
or unregistered), designs, utility models, copyright or applications for any of
the foregoing, discoveries, creations, inventions or improvements, know-how,
business names (whether or not registered).

<PAGE>

                                   SCHEDULE 4

                           Post-employment restraints

1.      Non-competition

Without prejudice to Clause 4 of this Agreement, the Executive hereby agrees
that he shall not (without the written consent of the Board of Directors) during
the Restricted Period, within the Prohibited Area and whether on his own account
or in conjunction with or on behalf of any other person, firm, company or other
organisation, and whether as an employee, director, principal, agent, consultant
or in any other capacity whatsoever in competition with the Company directly or
indirectly (a) be employed by, or (b) be engaged in, or (c) perform services in
respect of, or (d) be concerned with:-

1.1     the research into, development, manufacture, supply or marketing of any
        product which is of the same or similar type to any product researched,
        or developed, or manufactured, or supplied, or marketed by the Company
        during the two years immediately preceding the commencement of the
        Restricted Period;

1.2     the development or provision of any services (including but not limited
        to technical and product support, or consultancy or customer services)
        which are of the same or similar type to any services provided by the
        Company during the two years preceding the commencement of the
        Restricted Period.

PROVIDED ALWAYS that the provisions of this Paragraph 1 shall apply only in
respect of those products or services (a) with which the Executive was either
personally concerned or for which he was responsible whilst employed by the
Company during the two years immediately preceding the commencement of the
Restricted Period, and (b) in respect of which he has had access to any
confidential information or trade secrets belonging to the Company or any Group
Company in the two years immediately preceding the commencement of the
Restricted Period.

2.      Non-solicitation of customers

The Executive hereby agrees that he shall not during the Restricted Period,
whether on his own behalf or in conjunction with any person, company, business
entity or other organisation whatsoever in competition with the Company directly
or indirectly (a) solicit, or (b) assist in soliciting, or (c) accept, or (d)
facilitate the acceptance of, or (e) deal with, the custom or business of any
Customer or Prospective Customer:-

2.1     with whom the Executive has had personal contact or dealings on behalf
        of the Company during the two years immediately preceding the
        commencement of the Restricted Period;

2.2     with whom employees reporting to the Executive have had personal contact
        or dealings on behalf of the Company during the two years immediately
        preceding the commencement of the Restricted Period;

2.3     for whom the Executive was directly responsible during the two years
        immediately preceding the commencement of the Restricted Period.

3.      Non-solicitation of employees

The Executive hereby agrees that he will not during the Restricted Period,
either on his own account or in conjunction with or on behalf of any other
person, company, business entity, or other organisation whatsoever directly or
indirectly:-

3.1     induce, solicit, entice or procure, any person who is a Company Employee
        to leave such employment where that person:-

        3.1.1   is a Company Employee on the commencement of the Restricted
                Period; or

        3.1.2   had been a Company Employee in any part of the three months
                immediately preceding the commencement of the Restricted Period

3.2     accept into employment or otherwise engage or use the services of any
        person who:-

        3.2.1   is a Company Employee on the commencement of the Restricted
                Period; or

        3.2.2   had been a Company Employee in any part of the three months
                immediately preceding the commencement of the Restricted Period.

4.      Non-interference with suppliers

The Executive hereby agrees that he will not during the Restricted Period,
either on his own account or on account of any other person, company, business
entity or other organisation whatsoever directly or indirectly (a) interfere, or
(b) seek to interfere, or (c) induce and/or incite another person, company,
business entity or other organisation to interfere, or (d) take steps to
interfere, with the continuance of supplies to the Company (or the terms
relating to such supplies) from any suppliers who have been supplying
components, products, material or services to the Company and/or any Group
Company at any time in the two years immediately preceding the commencement of
the Restricted Period.

5.      Applicability to group companies

Paragraphs 1, 2, 3, 4 and 6 in this Schedule 4 shall also apply as though
references to "Group Company" were substituted for references to the "Company".
The obligations undertaken by the Executive pursuant to this Schedule 4 shall,
with respect to each Group Company, constitute a separate and distinct covenant
and the invalidity or unenforceability of any such covenant shall not affect the
validity or enforceability of the covenants in favour of the Company or any
other Group Company PROVIDED ALWAYS that this Paragraph 5 shall only apply to
those Group Companies (a) to whom the Executive gave his services, or (b) with
whom he was concerned, or (c) in respect of whom he was responsible during any
time in the two years immediately preceding the commencement of the Restricted
Period.

6.      Definitions

For the purposes of this Schedule 4, the following words and cognate expressions
shall have the meanings set out below:

6.1     "Customer" shall mean any person, firm, company or other organisation
        whatsoever to whom the Company has supplied goods or services.

6.2     "Prospective Customer" shall mean any person, firm, company or other
        organization whatsoever to whom the Company has offered to supply goods
        or services, or to whom the Company has provided details of the terms on
        which it would or might be willing to supply goods or services, or with
        whom the Company has had any negotiations or discussions regarding the
        possible supply of goods or services.

6.3     "Board of Directors" and "Group Company" shall have the meanings
        ascribed in Clause 25 of the Agreement.

6.4     "Company" shall mean Cable and Wireless plc and its successors in title
        and assigns.

6.5     "Prohibited Area" means:

        6.5.1   the United Kingdom;

        6.5.2   any other country in the world where, on the commencement of the
                Restricted Period, the Company develops, sells, supplies,
                manufactures or researches its products or services and in
                respect of which the Executive has been responsible (whether
                alone or jointly with others), concerned or active on behalf of
                the Company during any part of the two years immediately
                preceding the commencement of the Restricted Period.

6.6     "Company Employee" means any person who was employed by (i) the Company
        or (ii) any Group Company, and

        6.6.1   with whom the Executive had personal contact or dealings in
                performing his duties of his employment; or

        6.6.2   who reported to the Executive; or

        6.6.3   who had material contact with customers or suppliers of the
                Company in performing his or her duties of employment with the
                Company or any Group Company (as applicable); or

        6.6.4   who was a member of the Board of Directors or their direct
                reports; or

        6.6.5   who was a member of the senior management team of any Group
                Company; or

        6.6.6   whose job duties involved research and development to a material
                extent.

6.7     "Restricted Period" shall have the meanings as set out in the
        circumstances defined below:

        6.7.1   In the event that the Company does not exercise its rights under
                Clause 17.5 of this Agreement, the "Restricted Period" is 12
                months immediately following the date when the Employment
                hereunder terminates.

        6.7.2   In the event that the Company does exercise its rights under
                Clause 17.5 of this Agreement and the period of such suspension
                of the Executive pursuant to Clause 17.5 is 12 months or less,
                the "Restricted Period" shall be 12 months immediately following
                the date of the start of such period of suspension under Clause
                17.5.

<PAGE>

                                   SCHEDULE 5

                                Power of Attorney

By this Power of Attorney made on [14th May] 2002, I, David Norman Prince of The
Pound, Northend, Batheastern, Bath BA1 8EW in accordance with the terms of the
service agreement ("the Service Agreement") HEREBY APPOINT the Company to act as
my attorney with authority in my name and on my behalf (so that words and
expressions defined in the Service Agreement shall have the same meaning herein)
without removing any of my rights to claim for damages for breach of contract or
otherwise:-

(a)     on or after the Employment has terminated to do any things and sign any
        documents as may be required under the constitution of the Company and
        each Group Company to make my resignation as a director from those
        companies effective; and

(b)     to appoint any substitute and to delegate to that substitute all or any
        powers conferred by this Power of Attorney.

I declare that this Power of Attorney, having been given by me to secure my
obligations under Clause 19 of the Service Agreement, shall be irrevocable in
accordance with Section 4 of the Powers of Attorney Act 1971.

IN WITNESS whereof this Power of Attorney has been duly executed.

EXECUTED as a Deed by               )
David Norman Prince                 )
In the presence of:                 )

Name:

Address:

Occupation:

<PAGE>


IN WITNESS whereof the parties hereto have executed this Agreement as a Deed on
the day and year first above written.

EXECUTED as a Deed by               )
CABLE AND WIRELESS plc              )
acting by:                          )

Director/Secretary

Director

EXECUTED as a Deed by               )
David Norman Prince                 )

In the presence of:                 )

Name:

Address:

Occupation:

<PAGE>


                                              Martin Hayton

                                              Group Director of Human Resources

CABLE & WIRELESS                              Cable and Wireless plc
-                                             124 Theobalds Road
                                              London
                                              WCIX BRX
                                              www.cw.com

Private & Confidential                        Telephone +44 (0)20 7315 4000
                                              Fax +44 (0)20 7315 5000
                                              Direct Phone +44 (0)2073(5 3636
1 Ju1y 2002                                   Direct Fax +44 (0)20 7315 5063
                                              Email martinhayton(C)cw.com

Mr. David Prince
The Pound
Northend
Batheastern
Bath
BA1 8EW

Dear David,

Performance Share Plan (PSP) - Good Leavers

The RemCom recently discussed the policy to be applied to `good leavers' (i.e.
those leaving by reason of retirement, early retirement, ill health or
redundancy) with regard to the vesting of PSP awards.

It was confirmed that the vesting of PSP awards for good leavers should be pro
rated and should be subject to performance conditions. It was also concluded
that it would not be appropriate to submit a rule change to the 2002 AGM to
align the scheme rules to this policy and that pending a rule change the policy
should be implemented by other means.

Accordingly, the Trustees of the Cable & Wireless Share Ownership Trust have
been asked to apply their discretion so that vesting of PSP awards for good
leavers will be pro rated and subject to performance conditions. The Trustees
have confirmed that they will apply their discretion in this way.

This provides a means of implementing the agreed policy for all except the
Executive Directors. In the case of Executive Directors, asking the Trustees to
exercise their discretion in this way would, under the Listing Rules, be
regarded as a new plan requiring shareholder approval. The Executive Directors
therefore each need to confirm their agreement to the policy being applied to
them personally.

To confirm your agreement to the application of this policy, could you please
sign and return one copy of this letter.

Yours sincerely,



I confirm my agreement that in the event of termination of my employment by
reason of retirement, early retirement, ill health or redundancy, the vesting of
any of my outstanding PSP awards will be subject to pro rating and will be
subject to the performance conditions applicable to that award.

Signed.................................    Date................................