The Cable & Wireless plc bid to buy KeyTech Holdings for $205 million received barely a mention on Friday when shareholders met in London for the telecom giant?s annual general meeting.

Overshadowing the Bermuda bid ? which the board of KeyTech has rejected ? was chairman Richard Lapthorne?s controversial plan to let 62 Cable & Wireless plc executives share in a ?220m long-term cash incentive plan if the stock more than doubles to 228p within four years.

The introduction of the pay scheme plan comes after Mr. Lapthorne restructured Cable & Wireless, with the formal creation of a UK and an International business. The group?s bid to buy 100 percent of KeyTech ? parent company of BTC, M3 Wirless and Logic Communications and part owner of Bermuda Cablevision and QuoVadis ? is part of its bid to bolster its international operations.

KeyTech chairman Dr. James King, however, told his own AGM on Friday that the price proposed ?significantly undervalues the company and has been justified on a short term view of trading activity in very low volumes?.

Cable and Wireless International Group managing director Harris Jones told reporters at the London meeting that the company hoped pressure from KeyTech shareholders would push through acceptance of the proposal.

?I do not profess to understand why it is not in the holders? interest to accept the approach. I suspect that it is an untenable position for the company but I would hope not to go hostile,? Mr. Jones said.

Two-thirds of KeyTech shares must accept the offer. The deal is also subject to due diligence and Bermuda regulatory approvals.

On Friday however, Cable and Wireless shareholders were more interested in the pay packets of senior management, singling out international boss Harris Jones and UK chief executive John Pluthero, who stand to make ?20m each if the company hits top targets.

At the meeting chairman Richard Lapthorne, gave a lengthy explanation of his reasons for proposing the scheme, saying the incentives had to be ?big enough for [executives] to go home at night thinking, ?if this comes off, it will change my life?,? according to media reports.

?Are the UK targets [also] not over-ambitious?? one shareholder asked. He added. ?We?ve had plenty of over-ambitious targets, usually followed by resounding failure?

Mr Lapthorne said the targets were stretching and went on to explain that: ?It became clear at the beginning of the year that we could not cope, in my view, with any more strategic initiatives. The emphasis has to switch to execution.?

?The drivers of the plan are the drivers that you would expect to see drive a company?s value,? he explained, adding that he had spent more than 80 hours in one-to-one meetings with institutional shareholders explaining the plan.

The two separate businesses within C&W have separate balance sheets and the incentives are based on the internal targets for each unit.

Mr Lapthorne said: ?For John Pluthero to earn ?20m the share price has to more than double over four years,? he added. ?There is nobody in the market saying our shares will double.?

He continued: ?We are not here for games; we are not here to play. We are here to create value and the incentive scheme only pays out when you see the value in your shareholdings too.?

Shareholders also took aim at a relocation package Mr. Jones received when he took up his job more than a year ago. One shareholder pointed out that he received a benefits package, which also covered school fees, worth ?half a million on top of his salary of half a million. Why does he need to go for schooling? Is he going for an MBA or is it his children who are going to school.?

The London media reported that many shareholders were concerned over the division of the company into UK and foreign operations. Shareholders questioned whether the move was designed partially to line up the purchase of one or both by private equity.

?The whole point of what we are doing,? stressed Mr Lapthorne, ?is not to leave any value on the table for private equity.?

While some 85 per cent of votes were cast in favour of the motion to accept the long-term incentive plan, one in five shareholders attending the annual meeting abstained or voted against it.