Exhibit 4(p)


DATED: 16 April 2005









Equitable Mortgage Amendment Deed

between

Pacific Century Cable Holdings Limited
as Mortgagor

PCCW Limited
as Obligor

Telstra Corporation Limited
as Security Agent


relating to


the Equitable Mortgage of Shares dated 7 February 2001












Simmons & Simmons
35th Floor   Cheung Kong Center 2 Queen's Road Central Hong Kong
T (852) 2868 1131 F (852) 2810 5040  DX 009121 Central 1





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                                    CONTENTS



1.    DEFINITIONS AND INTERPRETATION...........................................1

2.    AMENDMENTS TO THE EQUITABLE MORTGAGE OF SHARES...........................1

3.    EFFECT OF AMENDMENTS.....................................................1

4.    REPRESENTATIONS..........................................................2

5.    PERFORMED OBLIGATIONS....................................................2

6.    GOVERNING LAW............................................................2

7.    COUNTERPARTS.............................................................2

8.    DEED  2

schedule 1 : AMENDED AND RESTATED EQUITABLE MORTGAGE OF
         SHARES................................................................3




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                                                                               1

THIS DEED amends and restates the Equitable Mortgage of Shares (as defined
below)           and is made on 2005. BETWEEN:

(1)  Pacific Century Cable Holdings Limited, (the "Mortgagor"), a company
     incorporated under the laws of Bermuda and having its registered office at
     Clarendon House, 2 Church Street, Hamilton HM11, Bermuda;

(2)  PCCW Limited, (the "Obligor"), whose registered office is 39th Floor, PCCW
     Tower, TaiKoo Place, 979 King's Road, Quarry Bay, Hong Kong;  and

(3)  Telstra Corporation Limited, (the "Security Agent"), whose registered
     office is at 242 Exhibition Street, Melbourne, Victoria, Australia, as
     security trustee for the Beneficiaries (as defined below).

WHEREAS:

(A)  The Obligor issued and the Security Agent (as Initial Noteholder)
     purchased a US$190,000,000 5% Mandatory Convertible Note due 2005 (as
     amended and supplemented, the "Note") subject to the terms and conditions
     of the Note. The Note was amended and restated as US$54,377,474.94 5%
     Mandatory Convertible Note due 2005 with effect from 25 April 2003.

(B)  The Mortgagor entered into an Equitable Mortgage of Shares for the purpose
     of providing security to the Security Agent for the performance of the
     obligations of the Obligor to the Beneficiaries under the Note and the
     Equitable Mortgage of Shares.

(C)  The parties hereto have agreed to enter into this Deed to amend the
     Equitable Mortgage of Shares, and the amendments have been incorporated
     into the Equitable Mortgage of Shares as set out in its amended and
     restated form in Schedule 1.

NOW THIS DEED WITNESSETH as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  In this Deed (including the recitals) words and expressions defined in the
     terms and conditions of the Note shall, unless the context otherwise
     requires, have the same meaning herein.

2.   AMENDMENTS TO THE EQUITABLE MORTGAGE OF SHARES

     With effect from the date hereof, the Equitable Mortgage of Shares shall be
     amended and restated in the form set out in Schedule 1 to this Deed.

3.    EFFECT OF AMENDMENTS

3.1  The Equitable Mortgage of Shares shall from the date hereof be read and
     construed in conjunction with this Deed as one document and all references
     to "this Equitable Mortgage of Shares", "this Mortgage" or "herein" in the
     Equitable Mortgage of Shares and in any document ,agreement, letter or deed
     entered into in relation to the Equitable Mortgage of Shares (whether dated
     prior to the date of this Deed or otherwise) shall be read and construed as
     a reference to the Equitable Mortgage of Shares as amended by this Deed and
     as set out in Schedule 1.



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                                                                               2

3.2  This Agreement does not affect the respective rights, duties or obligations
     of any parties pursuant to the Equitable Mortgage of Shares which may have
     arisen prior to the date hereof.

3.3  The parties to this Deed agree that (1) except as amended by this Deed, the
     provisions of the Equitable Mortgage of Shares and their respective rights
     and obligations under the Equitable Mortgage of Shares will remain
     unamended and (2) the Equitable Mortgage of Shares, as amended by this
     Deed, and the security interest created thereby, remain in full force and
     effect.

4.   REPRESENTATIONS

     The Mortgagor hereby represents and warrants that (1) the representations
     contained in paragraphs (B), (C), (D) and (E) of Clause 5 of the Equitable
     Mortgage of Shares (as amended by this Deed) would be true if repeated in
     this Deed with reference to this Deed instead of the Equitable Mortgage of
     Shares and (2) the representations contained in Clause 5 of the Equitable
     Mortgage of Shares (as amended by this Deed) would be true if made on the
     date of this Deed.

5.   PERFORMED OBLIGATIONS

     The Security Agent confirms that the Mortgagor has delivered to it under
     clause 3 of the Equitable Mortgage of Shares (as amended by this Deed):

     (A)  a share certificate (numbered 2) in respect of 1,250,000,000 Shares;

     (B)  a share certificate (numbered 5) in respect of 1,250,000,000 Shares;
          and

     (C)  a share certificate (numbered 6) in respect of 445,000,000 Shares,

     which shares represent 50% of the entire issued capital of the Company at
     the date hereof, together with instrument(s) of transfer in respect thereof
     duly executed in blank (but undated) by the Mortgagor and that such
     documents are in a form acceptable to it.

6.   GOVERNING LAW

     The provisions of Clause 22 of the Equitable Mortgage of Shares (as amended
     by this Deed) shall apply mutatis mutandis to this Deed.

7.   COUNTERPARTS

     This Deed may be executed in a number of counterparts, all of which, taken
     together, shall constitute one and the same agreement and any party may
     enter into this Deed by executing a counterpart.

8.   DEED

     Each of the Mortgagor, the Obligor and the Security Agent intends this
     document to be a deed and the Mortgagor executes and delivers it as its
     deed.



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                                                                               3

SCHEDULE 1: AMENDED AND RESTATED EQUITABLE MORTGAGE OF SHARES

This is the form of the Equitable Mortgage of Shares dated
7 February 2001 as amended and restated by this Deed:






DATED: 7 FEBRUARY 2001 (as Amended and Restated)


Equitable Mortgage of Shares

between

Pacific Century Cable Holdings Limited
as Mortgagor



and


Telstra Corporation Limited
as Security Agent



relating to



US$54,377,474.94 5% Mandatory Convertible Note due 2005 issued by
PCCW Limited






Simmons & Simmons
35th Floor   Cheung Kong Center 2 Queen's Road Central Hong Kong
T (852) 2868 1131 F (852) 2810 5040  DX 009121 Central 1


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                                                                               4


                                    CONTENTS


1.    Interpretation.......................................................1

2.    The Mortgage.........................................................3

3.    Delivery of Documents................................................3

4.    [Deliberately left blank]............................................3

5.    Warranties...........................................................4

6.    Covenants............................................................5

7.    Rights of the Security Agent.........................................5

8.    Voting Rights and Dividends..........................................6

9.    Enforcement of Security..............................................6

10.   Appointment of Receiver..............................................7

11.   Distribution and Payments............................................8

12.   Assignment and Transfer.............................................10

13.   Further Assurance and Power of Attorney.............................10

14.   Redelivery and Release..............................................11

15.   Notices.............................................................11

16.   Rights and Waivers..................................................12

17.   Partial Invalidity..................................................12

18.   Preservation of Rights..............................................12

19.   Counterparts........................................................12

20.   Remedies Cumulative.................................................12

21.   Third Party Rights..................................................13

22.   Law and Jurisdiction................................................13

23.   Deed................................................................13


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                                                                               5

THIS EQUITABLE MORTGAGE OF SHARES is dated 7 February 2001 and made


BETWEEN:

(1)  Pacific Century Cable Holdings Limited, (the "Mortgagor"), a company
     incorporated under the laws of Bermuda and having its registered office at
     Clarendon House, 2 Church Street, Hamilton HM11, Bermuda; and

(2)  Telstra Corporation Limited, (the "Security Agent"), whose registered
     office is at 242 Exhibition Street, Melbourne, Victoria, Australia, as
     security trustee for the Beneficiaries (as defined below).


BACKGROUND:

(A)  Reach Ltd. (formerly known as Joint Venture (Bermuda) No. 1 Limited) of
     Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (as such company
     may be renamed from time to time) (the "Company") is a company limited by
     shares incorporated under the laws of Bermuda having an authorised share
     capital of US$7,000,000,000 divided into 7,000,000,000 ordinary shares of
     US$1.00 each of which 5,890,000,000 shares have been issued and are fully
     paid up or credited as fully paid up. 2,945,000,000 of such shares (being
     50% of the entire issued capital of the Company at the date hereof) are
     legally and beneficially owned by the Mortgagor and represented by share
     certificates numbered 2, 5 and 6.

(C)  The Mortgagor has agreed to enter into this Equitable Mortgage of Shares
     for the purpose of providing, upon the terms and conditions hereinafter
     appearing, security to the Security Agent for the performance of the
     obligations of the Obligor to the Beneficiaries under the Note and this
     Equitable Mortgage of Shares.

NOW THIS DEED WITNESSETH as follows:

1.   Interpretation

1.1  Words and expressions used in this Equitable Mortgage of Shares shall,
     except where the context otherwise requires or otherwise defined herein,
     have the meanings given to them in the Conditions. In addition, the
     following terms have the meaning ascribed to them below:

     "Beneficiaries" means the Initial Noteholder and/or any member(s) of the
     Telstra Group (for so long as they shall remain a member of the Telstra
     Group) who is/are for the time being the registered holder(s) of the Note
     and holding legal and beneficial title thereto in accordance with the terms
     thereof and "Beneficiary" shall be construed accordingly. Where there is
     more than one Beneficiary, references to "Beneficiaries" means, unless the
     contrary intention is indicated, all Beneficiaries acting together;

     "Note" means the US$54,377,474.94 5% Mandatory Convertible Note due 2005 to
     be issued by the Obligor subject to and in accordance with the Conditions;

     "Conditions" means the terms and conditions attached to or endorsed on the
     Note and "Condition" refers to the relevant numbered paragraph of the
     Conditions;

     "Encumbrance" means any mortgage, charge, pledge, lien, hypothecation,
     assignment or deposit by way of security or trust arrangement for the
     purpose of providing security but

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                                                                               6


     excluding any rights of set-off or combination of accounts arising under
     common law, equity, statute or regulation;

     "Enforcement Date" means any date:

     (a) after the Beneficiaries have become entitled, by reason of an Event of
     Default, to accelerate, demand or enforce any principal, interest, costs or
     other sums due under the Note or otherwise exercise their rights under the
     Note or make a claim in respect thereof and the Obligor fails to make any
     such payment on its due date after the expiry of all applicable grace
     periods; or

     (b) on which the Obligor fails to make a payment of any amount due under
     the Bond in accordance with the Conditions after the expiry of all
     applicable grace periods.

     "Group" means the Obligor and its Subsidiaries from time to time;

     "Liabilities" means (a) all payment obligations expressed to be assumed by
     the Obligor to the Beneficiaries under the Note, whether present or future,
     actual or contingent; and (b) the Mortgagor's obligations under Clause 2.1
     to discharge and pay such obligations and "Liability" shall be construed
     accordingly;

     "this Mortgage" means this Equitable Mortgage of Shares as the same may
     from time to time be restated, varied, modified or amended and "Mortgage"
     shall be construed accordingly;

     "Mortgaged Securities" means the Shares and all other securities, rights,
     monies, deposits of cash and other property mortgaged to the Security Agent
     under any provision of this Mortgage or such of the same as remain after
     any exercise of any of the Security Agent's powers in respect thereof under
     this Mortgage;

     "Obligor" means PCCW Limited, whose registered office is at 39th Floor,
     PCCW Tower, TaiKoo Place, 979 King's Road, Quarry Bay, Hong Kong;

     "Proceedings" means any legal action or proceedings arising out of or in
     connection with this Mortgage;

     "Receiver" has the meaning given to it in Clause 10.1;

     "Purchase Agreement" means the agreement between the Obligor and the
     Initial Noteholder in relation inter alia to the Note and setting out the
     principal terms thereof;

     "Shares" means 2,945,000,000 ordinary shares of US$1.00 each of the Company
     (being 50% of the entire issued capital of the Company at the date hereof)
     which have been issued and are fully paid up or credited as fully paid up
     and are legally and beneficially owned by the Mortgagor and represented by
     share certificates numbered 2, 5 and 6; and

     "Shareholders Agreement" means the shareholders agreement dated 13 October
     2000 between, inter alia, the Obligor and the Initial Noteholder in respect
     of the Company (as amended, varied and supplemented).

1.2  Unless the context otherwise requires, any reference in this Mortgage to:

     "administration", "bankruptcy", "dissolution", "insolvency", "liquidation",
     "receivership", "reorganisation" or "winding-up" shall be construed so as
     to include procedures and

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                                                                               7


     circumstances equivalent or analogous thereto under the laws of any
     applicable jurisdiction;

     a "Clause" shall be construed as a reference to a clause of this Mortgage;

     a "person" shall be construed as a reference to any individual, company,
     body corporate, corporation sole or aggregate, government, state or agency
     of a state, firm, partnership, joint venture, association, organisation,
     trust or entity (in each case, whether or not having separate legal
     personality and irrespective of the jurisdiction in or under the law of
     which it was incorporated or exists) and a reference to any of them shall
     include a reference to the others; and

     any "assignment" or "transfer" of this Mortgage by the Security Agent in
     its capacity as the Initial Noteholder (including, without limitation, any
     restrictions thereon) shall be construed as a reference to any assignment
     or other transfer of any legal or beneficial interest of the Security Agent
     in its capacity as the Initial Noteholder in this Mortgage or any other
     transaction or arrangement which would result in any of the legal or
     beneficial title of the Security Agent in its capacity as the Initial
     Noteholder to, or interest, benefit or rights of the Security Agent in its
     capacity as the Initial Noteholder in, this Mortgage proving to be or being
     held in trust for, or to or for the benefit of, another person.

2.   The Mortgage

2.1  This Mortgage is given for good consideration and the Mortgagor shall, on
     written demand of the Security Agent, which may only be made once this
     Mortgage has become enforceable in accordance with Clause 9.1, discharge
     and pay to the Security Agent (when due and payable) each of the
     Liabilities.

2.2  As a continuing security to the Security Agent for the performance of the
     Liabilities, the Mortgagor with full title guarantee hereby mortgages to
     the Security Agent by way of first equitable mortgage, for the payment and
     discharge of the Liabilities, all the Shares and (subject to Clause 8.1)
     all rights, dividends, distributions, monies, warrants or property paid,
     accruing or deriving directly or indirectly therefrom at any time by way of
     bonus, preference, option, dividend, interest or otherwise (whether
     registered in its name or in the name(s) of its nominee(s) for the time
     being).

3.   Delivery of Documents

     The Mortgagor shall deliver and deposit (or procure there to be delivered
     and deposited) with the Security Agent on the date of this Mortgage (or on
     or before such later date as the Security Agent may agree), the share
     certificates representing the Shares together with instrument(s) of
     transfer in respect thereof duly executed in blank (but undated) by the
     Mortgagor.

     All documents required to be delivered and deposited pursuant to this
     Clause shall be in such form as the Security Agent may reasonably require.

4.   [Deliberately left blank]

5.   Warranties

5.1  The Mortgagor represents and warrants to the Security Agent that:-

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                                                                               8

     (A)  it is (1) duly incorporated and validly existing under the laws of
          Bermuda, with full power and authority to conduct its business as it
          is now being conducted and (2) is lawfully qualified to do business in
          those jurisdictions in which it conducts business;

     (B)  the execution of this Mortgage by the Mortgagor has been duly
          authorised by the Mortgagor and upon due execution and delivery of
          this Mortgage will constitute valid, legally binding and enforceable
          obligations of the Mortgagor except as such enforceability may be
          limited by applicable bankruptcy, insolvency, reorganisation,
          moratorium or other similar laws affecting the enforcement of
          creditors' rights generally and general principles of equity;

     (C)  all consents, approvals and authorisations of any court, government
          department and other regulatory body, and of any banks and financial
          institutions to which the Mortgagor owes any obligations (if
          applicable) required for the execution and delivery by the Mortgagor
          of this Mortgage and the performance of its obligations under this
          Mortgage have been obtained and are in full force and effect;

     (D)  the execution and delivery of this Mortgage and the performance by the
          Mortgagor of its obligations under this Mortgage do not and will not
          (1) conflict with or result in a breach of any of the terms or
          provisions of, or constitute a default under, the documents
          constituting the Mortgagor or any indenture, trust deed, mortgage,
          guarantee, loan or other agreement or instrument to which the
          Mortgagor is a party or by which its properties or assets are bound,
          except where (in the reasonable opinion of the Mortgagor) such
          conflict, breach or default does not have a material effect on the
          Mortgagor's obligations under this Mortgage, or (2) infringe any
          existing applicable law, rule, regulation, judgement, order or decree
          of any government, governmental body or court having jurisdiction over
          the Mortgagor or any of its properties or assets;

     (E)  it is not necessary that this Mortgage be filed, registered, recorded
          or enrolled with any court, governmental or other authority or that
          any stamp, documentary, registration or similar tax or duty be paid on
          or in relation hereto except that in order to ensure the preservation
          of the priority of the secured interests created by this Mortgage, a
          register of mortgages, charges and other encumbrances shall be created
          by the Mortgagor and kept at its registered office and particulars of
          this Mortgage shall be entered on such register and a copy of such
          register of mortgages, charges and other encumbrances shall be filed
          at the Companies Registry in Bermuda;

     (F)  the Shares are issued and fully paid up or credited as fully paid up
          and as of the date of this Mortgage, the Shares constitute 50% of the
          entire issued share capital of the Company. All of the Shares are free
          from any Encumbrance (other than as created by this Mortgage) or any
          agreement to create any of the same or to sell, transfer, assign or
          otherwise dispose of the same;

     (G)  it is legally and beneficially entitled to all of the Mortgaged
          Securities as of the date hereof free from all Encumbrances (other
          than as created by this Mortgage) and is not aware of any legal action
          current or pending or threatened in respect of its title to the
          Shares; and

     (H)  the security granted pursuant to this Mortgage constitutes or (as the
          case may be) will constitute first ranking equitable security on the
          Shares subject to applicable laws relating to bankruptcy and
          insolvency and other laws of general application affecting the
          enforcement of creditors' rights and to equitable principles of
          general

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                                                                               9

          application.

5.2  Each representation and warranty under Clause 5.1 shall be true and
     accurate in all material respects as at the date hereof.

6.   Covenants

6.1  Except with the prior consent of the Security Agent (which shall not be
     unreasonably withheld or delayed), the Mortgagor covenants with the
     Security Agent that it will:-

     (A)  at all times comply with any statute, ordinance, law or regulation
          relevant to, and any condition of any consent obtained relating to,
          this Mortgage;

     (B)  indemnify the Security Agent on demand against all costs, losses and
          expenses incurred by the Security Agent as a result of or in
          connection with the preservation and enforcement of the Security
          Agent's rights under this Mortgage, but taking into account any
          payments received by the Security Agent and/or any of the
          Beneficiaries under any document or agreement howsoever described and
          entered into in connection with the Note;

     (C)  not, save as pursuant to this Mortgage, create or permit to subsist
          any Encumbrance over or in any way sell, transfer, assign or dispose
          of all or any part of the Mortgaged Securities;

     (D)  pay or procure the payment of all calls or other payments that may
          become due in respect of any of the Mortgaged Securities and agree
          that, if it fails to do so, the Security Agent may in its absolute
          discretion make such payments, the amount thereof to be repaid on
          demand by the Mortgagor and shall bear interest at the rate specified
          in and calculated in accordance with Condition 3.3(B) from and
          including the due date therefor up to but excluding the date on which
          payment in respect of such demand is made in full; and

     (E)  procure that the Company shall not, and nor shall the Mortgagor, by
          act or omission do anything materially prejudicial to the security at
          any time held by the Security Agent for the Liabilities.

6.2  The Security Agent hereby covenants with the Mortgagor that it will provide
     reasonable assistance to the Mortgagor to enable it to obtain all relevant
     third party consents granted in respect of this Mortgage.

7.   Rights of the Security Agent

7.1  The security constituted by this Mortgage is in addition and without
     prejudice to any guarantee, security or indemnity in respect of any of the
     Liabilities now or hereafter given to the Security Agent (in its capacity
     as such or in other relevant capacity) by the Mortgagor or any other
     person.

7.2  The Mortgagor acknowledges that this Mortgage shall constitute a continuing
     security for the performance of the Liabilities and that, except as
     provided in Clause 14, the security constituted by this Mortgage shall not
     be discharged or otherwise prejudiced nor shall the liability of the
     Mortgagor hereunder be in any way lessened or affected by any failure of
     the Security Agent to take or enforce any other security for the
     Liabilities or any invalidity of any other security taken.



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7.3  No failure to exercise and no failure or delay on the part of the Security
     Agent in exercising any right, power or privilege hereunder shall operate
     as a waiver thereof nor shall any single or partial exercise of any right,
     power, or privilege preclude any other or further exercise thereof or the
     exercise of any other right, power or privilege. The rights and remedies
     herein provided are cumulative and not exclusive of any other rights or
     remedies provided by law and, for the avoidance of doubt, the Security
     Agent shall not be obliged to sell the Mortgaged Securities in the event
     that this Mortgage shall become enforceable but shall be entitled to
     enforce the same in such manner as it sees fit (in accordance with
     applicable laws).

7.4  Subject to Clause 14, until the security constituted by this Mortgage is
     released or discharged in respect of the Mortgaged Securities (or relevant
     part thereof) the Security Agent may retain all share certificates,
     relevant instruments and documents of title deposited under Clause 3.

8.   Voting Rights and Dividends

8.1  Until this Mortgage becomes enforceable in accordance with Clause 9.1, the
     Mortgagor shall be entitled to:

     (A)  receive all dividends, interest and other monies arising from or
          receivable pursuant to the Mortgaged Securities; and

     (B)  exercise all voting rights (whether in its own name or through its
          nominee(s) or proxies) in respect of each of the Mortgaged Securities
          provided that no vote shall be cast or right exercised or other action
          taken that would be result in any breach of the terms and conditions
          of this Mortgage.

8.2  Upon this Mortgage becoming enforceable in accordance with Clause 9.1, the
     Mortgagor shall not be entitled thereafter (unless and until this Mortgage
     shall have been released) to exercise any voting rights in respect of any
     of the Mortgaged Securities and the Security Agent or its nominee(s) may at
     any time at the Security Agent's discretion exercise any voting rights and
     all the powers which may be exercised by the person or persons in whose
     name or names the Mortgaged Securities are registered. The Security Agent
     shall promptly notify the Mortgagor of any such exercise of voting rights
     or powers under this Clause.

8.3  The Security Agent or its nominee(s) need not vote at any meeting or
     exercise any rights in relation to the Mortgaged Securities and shall not
     be responsible for loss occasioned by a failure to act or delay in so
     acting. Notwithstanding the foregoing, the Security Agent shall consider in
     good faith any request by the Mortgagor or the Obligor to exercise its
     voting or other rights in relation to the Mortgaged Securities under Clause
     8.2 and shall so act if, in its absolute discretion, it sees fit.

9.   Enforcement of Security

9.1  The Security Agent shall be entitled to enforce all or any part of the
     security constituted by this Mortgage after the Enforcement Date provided
     that the relevant event referred to in the definition of the Enforcement
     Date is then continuing and has not then been waived.

9.2  At any time after this Mortgage shall have become enforceable in accordance
     with Clause 9.1, the Security Agent may:-

     (A)  appoint one or more Receivers; or

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     (B)  do any thing that a Receiver could do under Clause 10.

9.3  Upon any disposal, sale, transfer or assignment of the Mortgaged Securities
     or any part thereof the purchaser shall not be bound to enquire whether the
     power of sale has arisen in manner herein provided and the sale shall be
     deemed to be within the power of the Security Agent and the receipt of the
     Security Agent for any purchase monies shall effectively discharge the
     purchaser who shall not be concerned with the manner of application of the
     proceeds of sale or be in any way answerable therefor.

10.  Appointment of Receiver

10.1 At any time after this Mortgage has become enforceable in accordance with
     Clause 9.1 the Security Agent may appoint in writing any person or persons
     to be a receiver and manager or receivers and managers (hereinafter called
     the "Receiver" which expression shall where the context admits include the
     plural and any substitute receiver and manager or receivers and managers)
     of all or any part of the Mortgaged Securities and the Receiver shall have
     the powers contained in the Law of Property Act 1925 (or any equivalent
     applicable legislation) and, in particular:

     (A)  do (or procure to be done) everything necessary to obtain registration
          of the Mortgaged Securities in the name of the Security Agent or any
          nominee of the Security Agent or in the name of any purchaser thereof;

     (B)  to take possession of, collect and get in all or any part of the
          Mortgaged Securities and for that purpose to take any proceedings in
          the name of the Mortgagor or otherwise as he shall think fit;

     (C)  to raise money from the Security Agent or others on the security of
          any Mortgaged Securities;

     (D)  to sell, transfer, assign or otherwise dispose of or deal with, or
          convert into money such Mortgaged Securities or any part thereof;

     (E)  to sell, transfer, assign or otherwise dispose of or deal with all or
          any of the Security Agent's rights in respect of such Mortgaged
          Securities under this Mortgage,

     (F)  to receive all rights, dividends, distributions, monies, warrants or
          property paid, accruing or deriving directly or indirectly from the
          Mortgaged Securities at any time by way of bonus, preference, option,
          dividend, interest or otherwise;

     (G)  to exercise all voting rights (whether in its own name or through its
          nominee(s) or proxies) in respect of each of the Mortgaged Securities;
          and

     (H)  to do all such other acts and things as the applicable law allows the
          owner or a mortgagee or a Receiver of the Mortgaged Securities to do
          and as may be considered to be incidental or conductive to any of the
          matters or powers aforesaid.

10.2 In exercising its power to appoint a Receiver, the Security Agent may
     appoint a Receiver to all or any part of the Mortgaged Securities.

10.3 Where more than one Receiver is appointed they shall have power to act
     severally (unless the Security Agent shall specify to the contrary) in
     relation to the Mortgaged Securities. An appointment over part only of the
     Mortgaged Securities shall not preclude the Security

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     Agent from making a subsequent appointment of a Receiver over any part of
     the Mortgaged Securities over which an appointment has not previously been
     made by the Security Agent.

10.4 The Security Agent may from time to time determine the remuneration of the
     Receiver and may at any time remove the Receiver from all or any part of
     the Mortgaged Securities of which he is the Receiver and after the Receiver
     has vacated office or ceased to act in respect of any of the Mortgaged
     Securities appoint a further Receiver over all or any part in respect of
     which he shall have ceased to act.

10.5 The Receiver shall be the agent of the Mortgagor (who shall be solely
     liable for his acts, defaults and remuneration, unless and until the
     Mortgagor goes into liquidation and thereafter he shall act as principal
     and shall not become the agent of the Security Agent) and shall be entitled
     to exercise all powers contained in the Law of Property Act 1925 (or any
     equivalent applicable legislation) in the same way as if appointed
     thereunder.

11.  Distribution and Payments

11.1 Subject to Clause 11.2, all moneys from time to time received by the
     Security Agent or a Receiver under or pursuant to this Mortgage, whether
     from the enforcement of this Mortgage or otherwise, shall be applied by the
     Security Agent as follows:-

     (A)  in the payment of all reasonable costs, charges, losses, liabilities
          and expenses of and incidental to the exercise of any of its rights
          including its remuneration and all outgoings paid by it and
          liabilities incurred by it as a result of such exercise;

     (B)  in or towards discharge of the Liabilities in such order or manner as
          the Security Agent may select; and

     (C)  in payment of any surplus to the Mortgagor or such other person as the
          Mortgagor may direct.

11.2 (A)  Where any amount from time to time received by the Security Agent
          under or pursuant to this Mortgage is equal to (or exceeds) the
          Redemption Amount then due and payable to the Beneficiaries under the
          Note plus any sum then due under this Mortgage, the Liabilities shall
          be reduced to zero and the Security Agent shall have no further
          entitlement under this Mortgage, nor shall the Beneficiaries have any
          further entitlements under the Note, as from the date of full payment
          of such amount. In these circumstances, the Note (or relevant part
          thereof registered in the names of the Beneficiaries) shall be
          cancelled and the Security Agent hereby undertakes to deliver (or
          procure the delivery of) the Certificate(s) relating to their
          entitlement to the Note to the Mortgagor (together with duly executed
          Transfer Forms and any other documentation required to effect
          cancellation thereof).

     (B)  Where any amount from time to time received by the Security Agent
          under or pursuant to this Mortgage is less than the Redemption Amount
          then due and payable to the Beneficiaries under the Note plus any sum
          then due under this Mortgage, the amount so received shall be deemed
          to have been deducted from the Redemption Amount to which the
          Beneficiaries would otherwise be entitled as at the date of such
          payment, so that as from such date interest shall accrue under the
          Note in respect of the remaining amount of the Redemption Amount to
          which such Beneficiaries are entitled after such deduction and all
          references in the Conditions (including, without limitation, to the
          Redemption Amount and the

                                       8

<PAGE>

                                                                              13

          Principal Amount), and all references in this Mortgage (including,
          without limitation, to Liabilities), shall be construed accordingly.

     (C)  Where, after the date on which this Mortgage becomes enforceable in
          accordance with Clause 9.1 but prior to the date of payment to (or
          receipt by) the Security Agent of any Liabilities, any right or option
          is exercised (or notice of the exercise thereof is served) in
          accordance with the Conditions as a result of which the Redemption
          Amount payable to the Beneficiaries under the Note is (or would be)
          reduced (including, without limitation, by reason of the issue of a
          Conversion Notice or the transfer by a Beneficiary of any part of the
          Note then registered in its name to a person who is not a member of
          the Telstra Group), all references in this Mortgage to Liabilities
          shall be read and construed as references to the amount (if any)
          thereof which would remain payable to the Beneficiaries after the
          exercise of the relevant right or option).

11.3 Each payment to be made by the Mortgagor under this Mortgage shall be made
     to the Security Agent, in the appropriate currency in accordance with the
     terms hereof, to such account as the Security Agent may from time to time
     direct.

11.4 (A)  All payments by the Mortgagor under this Mortgage shall be made on
          the due date therefor in same day funds free and clear of any
          withholdings or deductions for any present or future taxes, imposts,
          levies, duties, assessments or other governmental charges imposed or
          levied by or on behalf of Bermuda, Hong Kong or, in each case, by or
          within any political subdivision thereof or any authority therein
          having power to tax. In the event that the Mortgagor is required to
          make any such deduction or withholding from any amount paid hereunder,
          the Mortgagor shall pay to the Security Agent such additional amount
          ("additional amount") as shall be necessary so that the Security Agent
          receives a net amount equal to the full amount which it would have
          received if such withholding or deduction had not been made. When
          making payments to the Security Agent, fractions of one cent will be
          rounded down to the nearest cent.

     (B)  Notwithstanding the foregoing, the obligation of the Mortgagor to pay
          such additional amount shall not apply with respect to (i) any taxes
          imposed on the overall net income of the Security Agent arising from
          the carrying on of business or trade in Bermuda or in Hong Kong, or
          (ii) any estate, inheritance, gift, sales, transfer or personal
          property tax or any similar taxes, duties, assessments or other
          governmental charges, or (iii) any taxes, duties, assessments or other
          governmental charges that are payable otherwise than by deduction or
          withholding from payments on this Mortgage.

     (C)  In the event that any additional amount actually paid with respect to
          this Mortgage is based on rates of deduction or withholding in excess
          of the appropriate rate applicable to the Security Agent, and, as a
          result thereof, the Security Agent is entitled to make a claim for a
          refund or credit of such excess, then the Security Agent shall make
          all reasonable efforts to submit any such claim for a refund or credit
          of such excess and to pay the amount recovered (or other benefit
          received) in respect thereof to the Mortgagor forthwith after receipt.
          The Security Agent shall give reasonable assistance to the Mortgagor
          to maximise the recovery of any additional amount paid by the
          Mortgagor under Clause 11.4(A) but without any liability on the part
          of the Security Agent to incur any additional obligations (whether for
          tax or otherwise) in order to provide such assistance.

                                       9

<PAGE>

                                                                              14

     (D)  References in this Mortgage to any amount payable hereunder shall be
          deemed also to refer to any additional amount which may be payable in
          respect thereof under this Clause 11.4.

12.  Assignment and Transfer

     The parties hereby acknowledge and agree that this Mortgage is issued
     solely for the benefit of the Security Agent in its capacity as such and in
     its capacity as the Initial Noteholder. Accordingly, the Security Agent may
     not assign or transfer any of its title, rights, benefits or obligations
     under this Mortgage or enter into any transaction or arrangement which
     would result in any of those title, rights, benefits or obligations passing
     to or being held in trust for or for the benefit of another person.

13.  Further Assurance and Power of Attorney

13.1 The Mortgagor undertakes to execute and do all such assurances, acts and
     things as the Security Agent may consider necessary or desirable for
     obtaining the full benefit of this Mortgage and the right, title, interest,
     authorisations and discretions herein contained and, in particular, to
     execute all transfers, conveyances, assignments and assurances of the
     Mortgaged Securities whether to the Security Agent or to its nominee(s) or
     purchasers and give all notices, orders and directions which the Security
     Agent may think expedient for the purposes of this Clause.

13.2 The Mortgagor hereby appoints the Security Agent with full power of
     substitution to be its attorney and in its name or otherwise on its behalf
     and as its act or deed to sign, seal, execute, deliver, perfect and do all
     deeds, instruments, acts, directions and things to any nominee for the time
     being holding any of the Mortgaged Securities on behalf of the Mortgagor
     and all such other documents whatsoever which the Security Agent may
     consider to be necessary (acting reasonably) for vesting or enabling the
     Security Agent to vest the Mortgaged Securities or any of them in itself or
     in its nominee or nominees or in any purchaser and to execute, seal,
     deliver and otherwise perfect any deed, assurance, agreement, instrument or
     act which may in the reasonable opinion of the Security Agent be required
     or be necessary for any of the purposes of this Mortgage and so that the
     appointment hereby made shall, to the extent of the matters described
     above, operate as a general power of attorney made under the laws of the
     Bermuda. The Security Agent shall not exercise any rights or powers under
     this power of attorney unless and until this Mortgage has become
     enforceable in accordance with Clause 9.1.

13.3 The Mortgagor ratifies and confirms and agrees to ratify and confirm
     whatever its attorney appointed by Clause 13.2 shall do or purport to do in
     the exercise or purported exercise of any of the powers, authorities and
     discretions conferred on it by the Mortgagor.

13.4 The Security Agent may enter (or procure the entry of) this Mortgage as a
     charge on any appropriate register and the Mortgagor agrees to procure
     execution by it of all relevant documents required by the Security Agent
     which are necessary to procure the registration of this Mortgage.

14.  Redelivery and Release

     As soon as reasonably practicable after the obligations of the Mortgagor
     under this Deed and the Liabilities have been discharged in full pursuant
     to the respective terms thereof, the Security Agent shall at the request
     and expense of the Mortgagor (i) redeliver or procure the redelivery to the
     Mortgagor of the Shares and all documents deposited pursuant to Clause 3,
     (ii) execute an absolute unconditional release of this Mortgage or

                                       10

<PAGE>

                                                                              15

     relevant part thereof (if necessary) and all other documents, instruments
     or agreements (whether under hand or by deed) and (iii) take all other
     steps that may be necessary or desirable to redeliver the relevant Shares
     or the remainder thereof to vest the same in the Mortgagor and to
     unconditionally release this Mortgage (or relevant part thereof). If
     applicable, the Mortgagor shall, promptly and in any event within 2
     Business Days after receipt of the documents redelivered by the Security
     Agent hereunder, deliver (or procure the delivery of) the certificates and
     blank instruments of transfer representing the number of Shares then
     remaining subject to this Mortgage (after taking into account the release
     of security in respect of such number of Shares pursuant to this Clause
     14).

15.  Notices

15.1 Any notice (which term shall in this Clause 15 include any demand and any
     other communication but not any process referred to in Clause 21) to be
     given under this Mortgage or in connection with the matters contemplated by
     it shall, except where otherwise specifically provided, be in writing.

15.2 Any notice required to be given under this Mortgage shall be deemed duly
     served if delivered in person to or sent by registered or recorded delivery
     post or facsimile to the following addresses or facsimile numbers:

     (i)    the Security Agent:

            242 Exhibition Street
            Melbourne
            Victoria
            Australia

            Fax:  (61 3) 9639 1940
            Attn: Corporate Treasurer

      (ii)  the Mortgagor:

            Pacific Century Cable Holdings Limited

            39th Floor, PCCW Tower
            TaiKoo Place
            979 King's Road
            Quarry Bay
            Hong Kong

            Fax:  (852) 2962 5725
            Attn: The Company Secretary

     or such other addresses or facsimile numbers as may have been last notified
     in writing by or on behalf of the Mortgagor to the Security Agent or vice
     versa. Any such notice shall be deemed to be served at the time when the
     same is delivered in person to the address of the party to be served or, if
     served by post, on the fifth day (not being a Sunday or public holiday)
     next following the day of posting or, if served by facsimile, upon
     transmission and report confirming successful transmission.

16.  Rights and Waivers


                                       11

<PAGE>

                                                                              16

     The Security Agent may choose when, where, how and how often to exercise
     each of its rights, powers and remedies as provided by this Mortgage or by
     law. No failure on the part of the Security Agent to exercise, nor any
     delay on its part in exercising, any such right, power or remedy shall
     impair the same or operate or be construed as a waiver thereof, nor shall
     any single, partial or defective exercise of any such right, power or
     remedy preclude any further or other exercise thereof or the exercise of
     any other such right, power or remedy. The rights, powers and remedies
     provided in this Mortgage are cumulative and not exclusive of any rights,
     powers or remedies provided by law.

17.  Partial Invalidity

     If, at any time, any provision of this Mortgage is or becomes illegal,
     invalid or unenforceable in any respect under any law of any jurisdiction,
     such illegality, invalidity or unenforceability or ineffectiveness shall
     not affect or impair:

     (A)  the legality, validity or enforceability of such provision under the
          law of any other jurisdiction; or

     (B)  the legality, validity or enforceability of the remaining provisions
          under such law or the law of any other jurisdiction.

18.  Preservation of Rights

     If a claim is made that all or part of a payment, obligation, settlement,
     transaction, conveyance or transfer in connection with the liability is
     void or voidable under law relating to insolvency or the protection of
     creditors generally or for any other reason and the claim is upheld,
     conceded or compromised, then:

     (A)  the Security Agent is entitled immediately as against the Mortgagor to
          the rights in respect of the liability to which it would have been
          entitled if all or that part of that payment, obligation, settlement,
          transaction, conveyance or transfer had not taken place; and

     (B)  promptly on request from the Security Agent, the Mortgagor agrees to
          do any act and sign any document to restore to the Security Agent any
          security interest or guarantee held by it from the Mortgagor
          immediately before that payment, obligation, settlement, transaction,
          conveyance or transfer.

19.  Counterparts

     This Mortgage may be executed in any number of counterparts, which shall
     together constitute one Mortgage. Any party may enter into this Mortgage by
     signing any such counterpart.

20.  Remedies Cumulative

     The rights, powers and remedied provided in this Mortgage are cumulative
     with and not exclusive of the rights, powers or remedies provided by law
     independent of this Mortgage.

21.  Third Party Rights

     A person who is not a party to this Mortgage has no rights under the
     Contracts (Rights of Third Parties) Act 1999 to enforce any term or
     conditions of this Mortgage.


                                       12

<PAGE>

                                                                              17

22.  Law and Jurisdiction

22.1 This Mortgage shall be governed by, and construed in accordance with, the
     laws of England.

22.2 In relation to any Proceedings, each of the Mortgagor and the Security
     Agent irrevocably submits to the non-exclusive jurisdiction of the courts
     of England and waives any objection to Proceedings in such courts on the
     grounds of venue or on the grounds that Proceedings have been brought in an
     inappropriate forum. The taking of Proceedings in one or more jurisdictions
     shall not preclude the taking of Proceedings in any other jurisdiction
     (whether concurrently or not).

22.3 (A)  The Security Agent irrevocably appoints Telstra Corporation Limited of
          44 Paul Street, London EC2A 4LB as its process agent to receive on its
          behalf service of process of any Proceedings in England.

     (B)  The Mortgagor irrevocably appoints Simmlaw Services Limited of
          CityPoint, One Ropemaker Street, London EC2Y 9SS as its process agent
          to receive on its behalf service of process of any Proceedings in
          England.

     (C)  If for any reason the relevant process agent ceases to be able to act
          as process agent or no longer has an address in England, each of the
          Security Agent and the Mortgagor irrevocably agree to appoint a
          substitute process agent with an address in England acceptable to the
          other parties and to deliver to the other parties a copy of the
          substitute process agent's acceptance of that appointment within 30
          days. In the event that the Security Agent fails to appoint a
          substitute process agent, it shall be effective service for the
          Mortgagor or the Security Agent (as the case may be) to serve the
          process upon the last known address in England of the last known
          process agent for the relevant party notified to the other parties
          notwithstanding that such process agent is no longer found at such
          address or has ceased to act provided that a copy of the proceedings
          is also sent to the relevant party's current registered office or
          principal place of business wherever situated. Nothing in this
          Mortgage shall affect the right to serve process in any other manner
          permitted by law.

23.   Deed

      Each of the Mortgagor and the Security Agent intends
      this document to be a deed and the Mortgagor executes
      and delivers it as its deed.



IN WITNESS whereof the Mortgagor and the Security Agent
have caused this Mortgage to be executed as their
respective deeds on the day and year first above written.

The Mortgagor

THE COMMON SEAL of                  )
PACIFIC CENTURY CABLE HOLDINGS      )
LIMITED in accordance with its      )
documents of constitution           )
was affixed hereto by               )
                                    )
in the presence of:                 )


                                       13

<PAGE>

                                                                              18

                                    )
                                        ---------------------------------
                                    )   Director
                                    )
                                    )
                                    )
                                        ---------------------------------
                                    )   Director/Secretary



--------------------------------
Signature

--------------------------------
Name and Address

--------------------------------
Occupation



The Security Agent

SIGNED by                            )
as authorised representative for     )
TELSTRA CORPORATION LIMITED          )
in the presence of:                  )
                                     )
                                     )
                                     )
                                     )



--------------------------------
Signature

--------------------------------
Name and Address

--------------------------------
Occupation


                                       14


<PAGE>

                                                                              19


IN WITNESS whereof the Mortgagor, the Obligor and the Security Agent have caused
this Deed to be executed as their respective deeds on the day and year first
above written.

The Mortgagor

THE COMMON SEAL of                  )
PACIFIC CENTURY CABLE HOLDINGS      )
LIMITED in accordance with its      )
documents of constitution           )
was affixed hereto by               )
in the presence of:                 )
                                    )
                                    )   ---------------------------------
                                    )   Director
                                    )
                                    )
                                    )
                                    )   ---------------------------------
                                    )   Director/Secretary

--------------------------------
Signature

Nigel Justin Davies
Simmons & Simmons
--------------------------------
Name and Address

Solicitor, Hong Kong SAR
--------------------------------
Occupation



The Obligor

THE COMMON SEAL of                  )
PCCW                                )
LIMITED was hereto affixed by       )
in accordance with its articles of  )
association                         )
in the presence of:                 )
                                    )
                                    )
                                    )   ---------------------------------
                                    )   Director
                                    )
                                    )
                                    )
                                    )   ---------------------------------
                                    )   Director/Secretary

--------------------------------
Signature

Hubert Chak, 41st Floor, PCCW Tower
Taikoo Place, Hong Kong
--------------------------------
Name and Address

Company Secretary
--------------------------------
Occupation


<PAGE>

                                                                              20


SIGNED, SEALED AND DELIVERED by        )
                                       )
SIMON BROOKES                          )
                                       )
                                       )
                           as          )
attorneys for TELSTRA CORPORATION      )
LIMITED under power of attorney dated  )
13 April 2005                          )
                                       )
in the presence of:                    )
                                       )
                                       )
                                       )
                                       )
                                       )   ................................L.S.
                                       )   By executing this agreement the
                                       )   attorney states that the attorney has
.....................................   )   received no notice of revocation of
Signature of witness                   )   the power of attorney
                                       )
                                       )
JOSHUA COLE                            )
.....................................   )
Name of witness (block                 )
letters)                               )
                                       )
                                       )