1998 Stock Incentive Plan - Global Crossing Ltd.


                                    FORM OF
                           1998 GLOBAL CROSSING LTD.
                             STOCK INCENTIVE PLAN



1.   PURPOSE OF THE PLAN

          The purpose of the Plan is to aid the Company and its Subsidiaries in
recruiting and retaining key individuals of outstanding ability and to motivate
such individuals to exert their best efforts on behalf of the Company and its
Subsidiaries by providing incentives through the granting of Awards.  The
Company expects that it will benefit from the added interest which such key
individuals will have in the welfare of the Company as a result of their
proprietary interest in the Company's success.

2.   DEFINITIONS

     The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

          (a)  Act:  The Securities Exchange Act of 1934, as amended, or any
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               successor thereto.

          (b)  Award: An Option, Stock Appreciation Right or Other Stock-Based
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               Award granted pursuant to the Plan.

          (c)  Beneficial Owner: A 'beneficial owner', as such term is defined
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               in Rule 13d-3 under the Act (or any successor rule thereto).

          (d)  Board: The Board of Directors of the Company.
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          (e)  Change in Control: The occurrence of any of the following events:
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               (i) any Person (other than a Person holding securities
               representing 10% or more of the combined voting power of the
               Company's outstanding securities as of the Effective Date, the
               Company, any trustee or other fiduciary holding securities under
               an employee benefit plan of the Company, or any company owned,
               directly or indirectly, by the shareholders of the Company in
               substantially the same proportions as their ownership of stock of
               the Company), becomes the Beneficial Owner, directly or
               indirectly, of securities of the Company, (a) in excess of the
               interest in the Company held by the shareholders of the Company
               as of the Effective Date (or their heirs or distributors by will
               or the laws

 
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               of descent and distribution) and (b) representing 30% or more of
               the combined voting power of the Company's then-outstanding
               securities;

               (ii) during any period of twenty-four months (not including any
               period prior to the Effective Date), individuals who at the
               beginning of such period constitute the Board, and any new
               director (other than (A) a director nominated by a Person who has
               entered into an agreement with the Company to effect a
               transaction described in Sections 2(e)(i), (iii) or (iv) of the
               Plan, (B) a director nominated by any Person (including the
               Company) who publicly announces an intention to take or to
               consider taking actions (including, but not limited to, an actual
               or threatened proxy contest) which if consummated would
               constitute a Change in Control or (C) a director nominated by any
               Person who is the Beneficial Owner, directly or indirectly, of
               securities of the Company representing 10% or more of the
               combined voting power of the Company's securities) whose election
               by the Board or nomination for election by the Company's
               shareholders was approved in advance by a vote of at least two-
               thirds (2/3) of the directors then still in office who either
               were directors at the beginning of the period or whose election
               or nomination for election was previously so approved, cease for
               any reason to constitute at least a majority thereof;

               (iii) the shareholders of the Company approve any transaction or
               series of transactions under which the Company is merged or
               consolidated with any other company, other than a merger or
               consolidation which would result in the shareholders of the
               Company immediately prior thereto continuing to own (either by
               remaining outstanding or by being converted into voting
               securities of the surviving entity) more than 65% of the combined
               voting power of the voting securities of the Company or such
               surviving entity outstanding immediately after such merger or
               consolidation; or

               (iv) the shareholders of the Company approve a plan of complete
               liquidation of the Company or an agreement for the sale or
               disposition by the Company of all or substantially all of the
               Company's assets, other than a liquidation of the Company into a
               wholly-owned subsidiary.

          (f)  Code: The Internal Revenue Code of 1986, as amended, or any
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               successor thereto.

          (g)  Committee: A committee of 3 or more individuals appointed from 
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               time to time by the Board, which, until otherwise determined by
               the Board, shall consist of the full Board.


          (h)  Company:  Global Crossing Ltd.
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          (i)  Disability: Inability to engage in any substantial gainful
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               activity by reason of a medically determinable physical or mental
               impairment which constitutes a permanent and total disability, as
               defined in Section 22(e)(3) of the Code (or any successor section
               thereto).  The determination whether a Participant has suffered a
               Disability shall be made by the Committee based upon such
               evidence as it deems necessary and appropriate.  A Participant
               shall not be considered disabled unless he or she furnishes such
               medical or other evidence of the existence of the Disability as
               the Committee, in its sole discretion, may require.

          (j)  Effective Date: July 15, 1998
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          (k)  Fair Market Value: On a given date, the arithmetic mean of the
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               high and low prices of the Shares as reported on such date on the
               Composite Tape of the principal national securities exchange on
               which such Shares are listed or admitted to trading, or, if no
               Composite Tape exists for such national securities exchange on
               such date, then on the principal national securities exchange on
               which such Shares are listed or admitted to trading, or, if the
               Shares are not listed or admitted on a national securities
               exchange, the arithmetic mean of the per Share closing bid price
               and per Share closing asked price on such date as quoted on the
               National Association of Securities Dealers Automated Quotation
               System (or such market in which such prices are regularly
               quoted), or, if there is no market on which the Shares are
               regularly quoted, the Fair Market Value shall be the value
               established by the Committee in good faith.  If no sale of Shares
               shall have been reported on such Composite Tape or such national
               securities exchange on such date or quoted on the National
               Association of Securities Dealer Automated Quotation System on
               such date, then the immediately preceding date on which sales of
               the Shares have been so reported or quoted shall be used.

          (l)  ISO:  An Option that is also an incentive stock option granted
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               pursuant to Section 6(d) of the Plan.

          (m)  LSAR: A limited stock appreciation right granted pursuant to
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               Section 7(d) of the Plan.

          (n)  Other Stock-Based Awards: Awards granted pursuant to Section 8 of
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               the Plan.

          (o)  Option:  A stock option granted pursuant to Section 6 of the
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               Plan.

          (p)  Option Price:  The purchase price per Share of an Option, as
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               determined pursuant to Section 6(a) of the Plan.

 
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          (q)  Participant: An individual who is selected by the Committee to
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               participate in the Plan.

          (r)  Performance-Based Awards: Certain Other Stock-Based Awards
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               granted pursuant to Section 8(b) of the Plan.

          (s)  Person: A 'person', as such term is used for purposes of Section
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               13(d) or 14(d) of the Act (or any successor section thereto).

          (t)  Plan: The 1998 Global Crossing Ltd. Stock Incentive Plan.
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          (u)  Public Offering: a sale of shares of the Company's       common
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               stock to the public pursuant to a registration statement under
               the Securities Act of 1933, as amended, that has been declared
               effective by the Securities and Exchange Commission (other than a
               registration statement on Form S-4 or Form S-8, or any other
               successor or other forms promulgated for similar purposes, or a
               registration statement in connection with an offering to
               employees of the Company and its Subsidiaries) that results in an
               active trading market in the Company's common stock; provided,
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               that there shall be deemed to be an 'active trading market' if
               the Company's common stock is listed or quoted on a national
               stock exchange or the NASDAQ National Market.

          (v)  Shares:  Shares of Class E non-voting common stock, par value
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               $0.000001 per Share, of the Company.

          (w)  Stock Appreciation Right: A stock appreciation right granted
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               pursuant to Section 7 of the Plan.

          (x)  Subsidiary: A subsidiary corporation, as defined in Section
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               424(f) of the Code (or any successor section thereto).

3.   SHARES SUBJECT TO THE PLAN

         The total number of Shares which may be issued under the Plan is      ,
including Shares issued under the 1998 Global Crossing Ltd., LDC Stock Incentive
Plan.  The maximum number of Shares for which Awards may be granted during
a calendar year to any Participant shall be as determined by the Committee from
time to time.  The Shares may consist, in whole or in part, of unissued Shares
or treasury Shares.  The issuance of Shares or the payment of cash upon the
exercise of an Award shall reduce the total number of Shares available under the
Plan, as applicable.  Shares which are subject to Awards which terminate or
lapse may be granted again under the Plan.

4.   ADMINISTRATION

         The Plan shall be administered by the Committee, which shall consist
solely of at

 
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least two individuals who are each 'non-employee directors' within the meaning
of Rule 16b-3 under the Act (or any successor rule thereto) and 'outside
directors' within the meaning of Section 162(m) of the Code (or any successor
section thereto).  The Committee is authorized to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan, and
to make any other determinations that it deems necessary or desirable for the
administration of the Plan.  The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan in the manner and to the
extent the Committee deems necessary or desirable.  Any decision of the
Committee in the interpretation and administration of the Plan, as described
herein, shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned (including, but not limited to,
Participants and their beneficiaries or successors).  The Committee shall
require payment of any amount it may determine to be necessary to withhold for
federal, state, local or other taxes as a result of the exercise of an Award.
Unless the Committee specifies otherwise, the Participant may elect to pay a
portion or all of such withholding taxes by (a) delivery in Shares or (b) having
Shares withheld by the Company from any Shares that would have otherwise been
received by the Participant.

5.   LIMITATIONS

          No Award may be granted under the Plan after the tenth anniversary of
the Effective Date, but Awards theretofore granted may extend beyond that date.

6.   TERMS AND CONDITIONS OF OPTIONS

          Options granted under the Plan shall be, as determined by the
Committee, non-qualified or incentive stock options for federal income tax
purposes, as evidenced by the related Award agreements, and shall be subject to
the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

          (a)  Option Price.  The Option Price per Share shall be determined by
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the Committee. 

          (b)  Exercisability.  Options granted under the Plan shall be
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exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an Option be exercisable more than ten
years after the date it is granted.

          (c)  Exercise of Options.  Except as otherwise provided in the Plan or
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in an Award agreement, an Option may be exercised for all, or from time to time
any part, of the Shares for which it is then exercisable.  For purposes of
Section 6 of the Plan, the exercise date of an Option shall be the later of the
date a notice of exercise is received by the Company and, if applicable, the
date payment is received by the Company pursuant to clauses (i), (ii) or (iii)
in the following sentence.  The purchase price for the Shares as to which an
Option is exercised shall be paid to the Company in full at the time of exercise
at the election of the Participant (i) in cash, (ii) in Shares having a Fair
Market Value equal to the aggregate

 
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Option Price for the Shares being purchased and satisfying such other
requirements as may be imposed by the Committee; provided, that such Shares have
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been held by the Participant for no less than six months, (iii) partly in cash
and partly in such Shares, (iv) through the withholding of Shares (which would
otherwise be delivered to the Participant) with an aggregate Fair Market Value
on the exercise date equal to the aggregate Option Price or (v) through the
delivery of irrevocable instruments to a broker to deliver promptly to the
Company an amount equal to the aggregate option price for the shares being
purchased.  No Participant shall have any rights to dividends or other rights of
a stockholder with respect to Shares subject to an Option until the Participant
has given written notice of exercise of the Option, paid in full for such Shares
and, if applicable, has satisfied any other conditions imposed by the Committee
pursuant to the Plan.

          (d) ISOs.  The Committee may grant Options under the Plan that are
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intended to be ISOs.  Such ISOs shall comply with the requirements of Section
422 of the Code (or any successor section thereto).  No ISO may be granted to
any Participant who at the time of such grant, owns more than ten percent of the
total combined voting power of all classes of stock of the Company or of any
Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the
Fair Market Value of a Share on the date the ISO is granted and (ii) the date on
which such ISO terminates is a date not later than the day preceding the fifth
anniversary of the date on which the ISO is granted.  Any Participant who
disposes of Shares acquired upon the exercise of an ISO either (i) within two
years after the date of grant of such ISO or (ii) within one year after the
transfer of such Shares to the Participant, shall notify the Company of such
disposition and of the amount realized upon such disposition.

7.   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

          (a) Grants.  The Committee also may grant (i) a Stock Appreciation
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Right independent of an Option or (ii) a Stock Appreciation Right in connection
with an Option, or a portion thereof.  A Stock Appreciation Right granted
pursuant to clause (ii) of the preceding sentence (A) may be granted at the time
the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same Shares covered by
an Option (or such lesser number of Shares as the Committee may determine) and
(C) shall be subject to the same terms and conditions as such Option except for
such additional limitations as are contemplated by this Section 8 (or such
additional limitations as may be included in an Award agreement).

          (b) Terms.  The exercise price per Share of a Stock Appreciation Right
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shall be an amount determined by the Committee but in no event shall such amount
be less than the greater of (i) the Fair Market Value of a Share on the date the
Stock Appreciation Right is granted or, in the case of a Stock Appreciation
Right granted in conjunction with an Option, or a portion thereof, the Option
Price of the related Option and (ii) an amount permitted by applicable laws,
rules, by-laws or policies of regulatory authorities or stock exchanges.  Each
Stock Appreciation Right granted independent of an Option shall entitle a
Participant upon exercise to an amount equal to (i) the excess of (A) the Fair
Market Value on the exercise date of one Share over (B) the exercise price per
Share, times (ii) the number of Shares covered by the Stock Appreciation Right.
Each Stock Appreciation Right granted

 
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in conjunction with an Option, or a portion thereof, shall entitle a Participant
to surrender to the Company the unexercised Option, or any portion thereof, and
to receive from the Company in exchange therefor an amount equal to (i) the
excess of (A) the Fair Market Value on the exercise date of one Share over (B)
the Option Price per Share, times (ii) the number of Shares covered by the
Option, or portion thereof, which is surrendered.  The date a notice of exercise
is received by the Company shall be the exercise date.  Payment shall be made in
Shares or in cash, or partly in Shares and partly in cash (any such Shares
valued at such Fair Market Value), all as shall be determined by the Committee.
Stock Appreciation Rights may be exercised from time to time upon actual receipt
by the Company of written notice of exercise stating the number of Shares with
respect to which the Stock Appreciation Right is being exercised.  No fractional
Shares will be issued in payment for Stock Appreciation Rights, but instead cash
will be paid for a fraction or, if the Committee should so determine, the number
of Shares will be rounded downward to the next whole Share.

          (c)  Limitations.  The Committee may impose, in its discretion, such
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conditions upon the exercisability or transferability of Stock Appreciation
Rights as it may deem fit.

          (d)  Limited Stock Appreciation Rights.  The Committee may grant LSARs
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that are exercisable upon the occurrence of specified contingent events.  Such
LSARs may provide for a different method of determining appreciation, may
specify that payment will be made only in cash and may provide that any related
Awards are not exercisable while such LSARs are exercisable.  Unless the context
otherwise requires, whenever the term 'Stock Appreciation Right' is used in the
Plan, such term shall include LSARs.

8.   OTHER STOCK-BASED AWARDS
 
          (a)  Generally.  The Committee, in its sole discretion, may grant
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Awards of Shares, Awards of restricted Shares and Awards that are valued in
whole or in part by reference to, or are otherwise based on the Fair Market
Value of, Shares ('Other Stock-Based Awards').  Such Other Stock-Based Awards
shall be in such form, and dependent on such conditions, as the Committee shall
determine, including, without limitation, the right to receive one or more
Shares (or the equivalent cash value of such Shares) upon the completion of a
specified period of service, the occurrence of an event and/or the attainment of
performance objectives.  Other Stock-Based Awards may be granted alone or in
addition to any other Awards granted under the Plan.  Subject to the provisions
of the Plan, the Committee shall determine to whom and when Other Stock-Based
Awards will be made, the number of Shares to be awarded under (or otherwise
related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards
shall be settled in cash, Shares or a combination of cash and Shares; and all
other terms and conditions of such Awards (including, without limitation, the
vesting provisions thereof and provisions ensuring that all Shares so awarded
and issued shall be fully paid and non-assessable).

          (b)  Performance-Based Awards.  Notwithstanding anything to the
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contrary herein, certain Other Stock-Based Awards granted under this Section 8
may be granted in a manner which is deductible by the Company under Section
162(m) of the Code (or any successor section thereto) ('Performance-Based
Awards').  A Participant's Performance-Based

 
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Award shall be determined based on the attainment of written performance goals
approved by the Committee for a performance period established by the Committee
(i) while the outcome for that performance period is substantially uncertain and
(ii) no more than 90 days after the commencement of the performance period to
which the performance goal relates or, if less, the number of days which is
equal to 25 percent of the relevant performance period.  The performance goals,
which must be objective, shall be based upon one or more of the following
criteria: (i) consolidated earnings before or after taxes (including earnings
before interest, taxes, depreciation and amortization); (ii) net income; (iii)
operating income; (iv) earnings per Share; (v) book value per Share; (vi) return
on shareholders' equity; (vii) expense management; (viii) return on investment;
(ix) improvements in capital structure; (x) profitability of an identifiable
business unit or product; (xi) maintenance or improvement of profit margins;
(xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs;
(xvi) cash flow; (xvii) working capital and (xviii) return on assets.  The
foregoing criteria may relate to the Company, one or more of its Subsidiaries or
one or more of its divisions or units, or any combination of the foregoing, and
may be applied on an absolute basis and/or be relative to one or more peer group
companies or indices, or any combination thereof, all as the Committee shall
determine.  In addition, to the degree consistent with Section 162(m) of the
Code (or any successor section thereto), the performance goals may be calculated
without regard to extraordinary items.  The maximum amount of a Performance-
Based Award during a calendar year to any Participant shall be 500,000 Shares.
The Committee shall determine whether, with respect to a performance period, the
applicable performance goals have been met with respect to a given Participant
and, if they have, to so certify and ascertain the amount of the applicable
Performance-Based Award.  No Performance-Based Awards will be paid for such
performance period until such certification is made by the Committee.  The
amount of the Performance-Based Award actually paid to a given Participant may
be less than the amount determined by the applicable performance goal formula,
at the discretion of the Committee.  The amount of the Performance-Based Award
determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period; provided, however, that a Participant
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may, if and to the extent permitted by the Committee and consistent with the
provisions of Section 162(m) of the Code, elect to defer payment of a
Performance-Based Award.

9.   ADJUSTMENTS UPON CERTAIN EVENTS

          Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:

          (a)  Generally.  In the event of any change in the outstanding Shares
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after the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of Shares or other corporate exchange, or any distribution to
shareholders of Shares other than regular cash dividends, the Committee in its
sole discretion and without liability to any person may make such substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or kind
of Shares or other securities issued or reserved for issuance pursuant to the
Plan or pursuant to

 
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outstanding Awards, (ii) the Option Price and/or (iii) any other affected terms
of such Awards.

          (b)  Change in Control.  Except as otherwise provided in an Award
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agreement, in the event of a Change in Control, the Committee in its sole
discretion and without liability to any person may take such actions, if any, as
it deems necessary or desirable with respect to any Award (including, without
limitation, (i) the acceleration of an Award, (ii) the payment of a cash amount
in exchange for the cancellation of an Award and/or (iii) the requiring of the
issuance of substitute Awards that will substantially preserve the value, rights
and benefits of any affected Awards previously granted hereunder) as of the date
of the consummation of the Change in Control.

10.  NO RIGHT TO EMPLOYMENT

          The granting of an Award under the Plan shall impose no obligation on
the Company or any Subsidiary to continue the employment of a Participant and
shall not lessen or affect the Company's or Subsidiary's right to terminate the
employment of such Participant.

11.  SUCCESSORS AND ASSIGNS

          The Plan shall be binding on all successors and assigns of the Company
and a Participant, including without limitation, the estate of such Participant
and the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

12.  NONTRANSFERABILITY OF AWARDS

          Unless otherwise determined by the Committee, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution.  An Award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.

13.  AMENDMENTS OR TERMINATION

          The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which, (a) without the approval of
the shareholders of the Company, would (except as is provided in Section 10 of
the Plan), increase the total number of Shares reserved for the purposes of the
Plan or change the maximum number of Shares for which Awards may be granted to
any Participant or (b) without the consent of a Participant, would impair any of
the rights or obligations under any Award theretofore granted to such
Participant under the Plan; provided, however, that the Committee may amend the
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Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Code or other applicable laws.  Notwithstanding
anything to the contrary herein, the Board may not amend, alter or discontinue
the provisions relating to Section 9(b) of the Plan after the occurrence of a
Change in Control.

 
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14.  INTERNATIONAL PARTICIPANTS

          With respect to Participants who reside or work outside the United
States of America and who are not (and who are not expected to be) 'covered
employees' within the meaning of Section 162(m) of the Code, the Committee may,
in its sole discretion, amend the terms of the Plan or Awards with respect to
such Participants in order to conform such terms with the requirements of local
law.

15.  CHOICE OF LAW

          The Plan shall be governed by and construed in accordance with the
laws of the State of New York.

16.  EFFECTIVENESS OF THE PLAN

          The Plan shall be effective as of the Effective Date.  If the Plan is
not approved by the shareholders of the Company prior to the first anniversary
of the Effective Date, no Awards may be granted thereafter.