THE GLOBAL CROSSING
SUPPLEMENTAL RETIREMENT SAVINGS PLAN
GLOBAL CROSSING LTD. hereby adopts, renames, restates and continues,
effective January 1, 2001, the Supplemental Retirement Savings Plan of Frontier
Corporation to permit eligible Employees to defer a portion of their
compensation under this Plan as a supplement to contributions made to The Global
Crossing Employees' Retirement Savings Plan.
ARTICLE ONE
Definitions
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1.1 "Board" means the Board of Directors of Global Crossing Ltd. or any
committee of the Board of Directors authorized to act on behalf of the
Board. Any such Board committee shall be composed of at least three members
of the Board of Directors. As used in this Plan the term "Board-appointed
committee" means any other committee appointed by the Board which need not
be comprised of at least three Board members but may include or consist
entirely of management personnel who are not members of the Board.
1.2 "Change in Control" means:
(a) any Person (other than a Person holding securities representing ten
percent (10%) or more of the combined voting power of the Company's
outstanding securities as of July 1, 1998, the Company, any trustee or
other fiduciary holding securities under any of the Company's employee
benefit plans, or any company owned, directly or indirectly, by the
Company's shareholders in substantially the same proportions as their
ownership of the stock of the Company) becomes the Beneficial Owner (as
such term is defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended), directly or indirectly, of the securities of the Company
representing thirty percent (30%) or more of the combined voting power of
then outstanding securities of the Company;
(b) during any period of twenty-four (24) months (not including any period
prior to July 1, 1998), individuals who at the beginning of such period
constitute the Board, and any new director (other than (i) a director
nominated by a Person who has entered into an agreement with the Company to
effect a transaction described in clause (a), (c) or (d) of this
definition, (ii) a director nominated by a Person (including the Company)
who publicly announces an intention to take or to consider taking actions
(including, but no limited to, an actual or threatened proxy contest) which
if consummated would constitute a Change in Control or (iii) a director
nominated by any Person who is the Beneficial Owner, directly or
indirectly, of the securities of the Company representing ten percent
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(10%) or more of the combined voting power of the securities of the
Company) 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;
(c) the consummation of 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 Company's
shareholders immediately prior thereto continuing to own (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than sixty five percent (65%) of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation in the same
proportion such shareholders held the voting securities of the Company
immediately prior to the merger or consolidation; or
(d) the Company's complete liquidation or the sale or disposition by the
Company of all or substantially all of the Company's assets, other than the
Company's liquidation into a wholly-owned subsidiary.
1.3 "Code" means the Internal Revenue Code of 1986, as amended, and regulations
issued thereunder.
1.4 "Committee" means a Board-appointed committee delegated authority with
respect to the management of the Plan or any assets set aside for the
purpose of assisting any Participating Company to meet its obligations to
pay Plan benefits.
1.5 "Company" means Global Crossing Ltd.
1.6 "Compensation" means compensation as defined in ERSP but without regard to
the limitations prescribed in Code Section 401(a)(17).
1.7 "Effective Date" means January 1, 1988. The effective date of this
restatement is January 1, 2001.
1.8 "Employee" means any individual who is one of a select group of management
or highly compensated employees of a Participating Company and who is
eligible to participate in ERSP but whose contributions to ERSP are limited
by the Code.
1.9 "ERSP" means The Global Crossing Employees' Retirement Savings Plan as
amended from time to time.
1.10 "Participating Company" means the Company and any affiliated company
participating in ERSP whose employees are eligible to participate in this
Plan.
1.11 "Plan" means The Global Crossing Supplemental Retirement Savings Plan as
set forth herein, as amended from time to time.
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1.12 "Plan Year" means the calendar year.
1.13 "Trustee" means HSBC Bank USA.
ARTICLE TWO
Purpose of Plan
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2.1 The purpose of this Plan is to afford eligible Employees the opportunity
to defer into this Plan the contributions that otherwise would have been
permitted to be deferred into ERSP but for certain contribution or
compensation limits imposed by the Internal Revenue Code.
ARTICLE THREE
Eligibility
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3.1 Every Employee eligible to participate in ERSP shall be entitled to
participate in this Plan provided that (a) such Employee's contributions
to ERSP have been capped by one or more of the Code's contribution or
compensation limits, (b) such Employee belongs to a select group of
management or highly-compensated employees as provided for in Title I of
ERISA, and (c) such Employee is a "highly compensated employee" as this
term is defined from time to time under Code Section 414(q).
ARTICLE FOUR
Contributions
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4.1 Employee Contributions. An eligible Employee may contribute to this Plan
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in a Plan Year any amount up to the maximum percentage of his or her
Compensation permitted under ERSP for the Year without taking into account
ERSP's compensation or dollar contribution limits imposed by Code Sections
401(a)(17) or 415, reduced by the Employee's maximum permissible salary
reduction contributions to ERSP for the Plan Year. All Employee
contributions shall be made by salary reduction as determined under
Section 4.3.
4.2 Participating Company Contributions. On and after January 1, 2001, no
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Participating Company contributions shall be made to this Plan although
the Plan shall continue to hold such contributions as were made prior to
this date.
4.3 Deferral Election for Employee Contributions. An eligible Employee may
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defer Compensation under this Plan only by making a written election with
his or her Participating Company before the beginning of the calendar year
for which the deferrals will be effective. Such written election shall
include (a) the amount to be deferred; (b) the time as of which the
deferral is to commence; and (c) the form that benefit
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payments from the Plan will take. The terms of this election shall be
irrevocable except that a new election form may be filed with respect to
future deferrals under such terms as the eligible Employee may elect and
except that the form of benefit payments may be changed consistent with
Section 6.1.
ARTICLE FIVE
Investment of Contributions
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5.1 Investment of Deferred Amounts. The Participating Company of an eligible
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Employee shall have the ultimate obligation to pay out all deferred
amounts plus the earnings thereon in accordance with the terms of this
Plan. In order to meet its obligations under this Plan, the Company may
appoint a Trustee and direct such Trustee to establish individual
investment accounts for each eligible Employee. The Trustee shall be
empowered to invest such accounts and any earnings thereon in such
investments (not to include securities of the Trustee) as may be
designated by the Committee. In the event a Trustee is appointed to invest
eligible Employee accounts, the Committee shall be responsible for
directing how the accounts are to be invested, taking into account
Employee preferences. If no Trustee is appointed, the Committee shall
establish bookkeeping accounts and credit earnings to such accounts in
accordance with such investment benchmarks as may be established from time
to time.
5.2 Rollover of Other Deferred Compensation Accounts. The Committee in its
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sole discretion may direct the transfer of amounts deferred by an eligible
Employee under another unfunded deferred compensation plan of a
Participating Company to the eligible Employee's account under this Plan.
Such transfer shall be made for the purpose of commonly investing the
deferred amounts under a single trust agreement. Any such transfer of
assets shall be permitted only to the extent that the assets are of a type
in which the Trustee can invest under this Plan. No transfer of assets
shall change the terms of any deferred compensation election made by the
eligible Employee with respect to such transferred assets. However, to the
extent consistent with any election on the other unfunded deferred
compensation arrangement's election form, the terms of this Plan and its
associated trust agreement shall govern such transferred amounts.
5.3 Limitations on Assignment of Benefits. The Company's purpose in creating
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separate participant accounts is to provide comfort to eligible Employees
that the deferred amounts will be available to pay benefits when due.
However, each eligible Employee's account under the trust shall be subject
to the claims of his or her Participating Company's creditors in the event
of the Participating Company's insolvency or bankruptcy as provided in the
trust agreement. Notwithstanding the foregoing, the benefits payable under
this Plan shall not revert to a Participating Company or be subject to the
Participating Company's creditors prior to insolvency or bankruptcy, nor
shall they be subject in any way to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution
or levy of any kind by the eligible Employee, his or her beneficiary or
the creditors of either, including any such liability as may arise from
the eligible Employee's bankruptcy.
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5.4 Unfunded Nature of Plan. Notwithstanding any investment arrangements that
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may be established, it is intended that this Plan shall be treated as an
unfunded plan of deferred compensation as this term is used in Title I of
ERISA and it shall be administered accordingly.
ARTICLE SIX
Benefits
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6.1 Timing and Form of Benefit Payments. The amounts accumulated in an
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eligible Employee's account shall be paid in full or payment shall
commence within 30 days of termination of employment. Account balances may
be made in cash or in property in either a lump sum or in monthly
installment payments of substantially equal amounts for a specified number
of years not in excess of twenty. The election of the form of payment
shall be made initially at the time of the deferral election as specified
in Section 4.3. The form of payment may be changed by an Employee's
written election to the Committee at any time up to 24 months prior to
termination of employment. Any change made within 24 months of an
Employee's termination date shall be disregarded by the Committee.
6.2 Death Benefits. In the event of an eligible Employee's death, his or her
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account balance shall be payable to his or her designated beneficiary
which may be a natural person, a trust or an estate. An eligible Employee
shall designate his or her beneficiary in writing on a form acceptable to
the Committee. The eligible Employee may specify the form of payment to be
made to the designated beneficiary. If no election is made, the payment
shall be made in a lump sum amount. If the Employee makes the designation,
the form of payment may be any form that would have been available to the
eligible Employee under Section 6.1 had the eligible Employee lived and
been eligible to receive benefits. The filing of any beneficiary
designation form shall have the effect of automatically revoking any
beneficiary designation form filed previously. The consent of a
previously-designated beneficiary shall not be a prerequisite for an
eligible Employee to file a new beneficiary designation form.
All death benefits shall commence or be made in full as soon as
administratively practicable following the date of the eligible Employee's
death. If a beneficiary is not validly designated, or is not living or
cannot be found at the date of payment, any amount payable pursuant to
this Plan shall be paid to the spouse of the eligible Employee if living
at the time of payment, otherwise in equal shares to such children of the
eligible Employee as may be living at the time of payment; provided,
however, that if there is no surviving spouse or child at the time of
payment, such payment shall be made to the estate of the eligible
Employee. All payments made under the preceding sentence shall be made in
a lump sum amount.
6.3 Hardship Withdrawals. Notwithstanding the payment terms set forth in an
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eligible Employee's deferral election, benefits may be paid earlier in the
case of an unforeseeable emergency. For this purpose, an unforeseeable
emergency means an unanticipated financial emergency that is caused by an
event beyond the control of the eligible
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Employee or the Employee's beneficiary and that would result in severe
financial hardship to the affected individual if early withdrawal were not
permitted. The amount that may be paid under this section is limited to
the amount necessary to meet the financial emergency.
6.4 Source of Benefit Payments. Subject to the claims of a Participating
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Company's creditors, the Trustee shall pay benefits in accordance with the
Committee's directions. If the Trustee holds insufficient funds to pay the
deferred amounts, adjusted for the earnings (and losses) on them, each
Participating Company shall have the obligation to pay such amounts to its
eligible Employees. Such payments shall be made from the general assets of
the Participating Company.
6.5 Treatment of Certain Transferred Participants. Notwithstanding any other
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provision of this Plan to the contrary, the Company's sale of any trade or
business to Citizens Communications Company shall not be deemed to create
a termination of employment from the Company with respect to any
Participant who becomes employed by Citizens Communications Company or an
affiliate thereof in accordance with the 2000 sale agreement between the
Company and Citizens Communications Company. No further contributions
shall be made to the Plan on behalf of such Participant after the transfer
of employment but such Participant shall otherwise participate in the Plan
in accordance with its terms. The Participant shall be entitled to receive
his benefit from this Plan on the last to occur of his termination of
employment from Citizens Communications Company, an affiliate or a
successor of either. No such termination shall be considered as occurring
without proof of such event as is acceptable to the Committee.
ARTICLE SEVEN
Administration and Procedures
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7.1 Plan Administration. The Board, Trustee, and the committees established to
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administer the Plan possess certain specified powers, duties,
responsibilities and obligations under the Plan and Trust. It is intended
under this Plan that each be solely responsible for the proper exercise of
its own functions and that each shall not be responsible for any act or
failure to act of another.
7.2 Establishment of Accounts. The Committee shall establish and maintain
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individual accounts for each eligible Employee, which accounts shall
record all activities with respect to the accounts, including
contributions, adjustments for earnings (and losses), and withdrawals. The
Committee shall determine the benefits due each Employee from this Plan
and shall direct them to be paid by a Participating Company or the Trustee
accordingly.
7.3 Decisions of Committee. The decisions made by, and the actions taken by,
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the Committee in the administration of this Plan shall be final and
conclusive on all persons. Except for their willful misfeasance, bad
faith, gross negligence or reckless disregard of
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their duties, the members of the Committee shall not be subject to
individual liability with respect to this Plan.
7.4 Committee Communications. The Committee shall inform each Employee of any
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deferral, investment and beneficiary elections the Employee may possess
and shall record such choices along with such other information as may be
necessary to administer the Plan.
ARTICLE EIGHT
Amendment and Termination
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8.1 Company's Authority. While it intends to maintain this Plan in conjunction
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with ERSP for as long as necessary to achieve its purposes, the Company
reserves the right to amend or to terminate the Plan at any time for
whatever reason it may deem appropriate prior to a Change in Control. Upon
a Change in Control, this Plan may not be amended or terminated to the
extent that any such amendment or termination would reduce the amount
payable to a Participant hereunder or otherwise prejudice a Participant's
rights or benefits under the Plan. No Plan amendment shall accelerate the
payment of amounts previously deferred or provide for additional benefits
other than in anticipation of a Change in Control.
8.2 Participating Company Obligations for Benefits. Notwithstanding the
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preceding Section, the Participating Companies hereby make a contractual
commitment to pay to their respective Employees the benefits accrued under
this Plan to the extent they are financially capable of meeting such
obligations.
ARTICLE NINE
Miscellaneous
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9.1 Relationship to Employment. Nothing contained in this Plan shall be
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construed as a contract of employment between a Participating Company and
an Employee, or as a right of any Employee to be continued in the
employment of a Participating Company, or as a limitation on the right of
a Participating Company to discharge any of its Employees, with or without
cause.
9.2 Coordination with ERSP. If questions concerning the interpretation or
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administration of this Plan arise that are not governed by the terms set
forth in this document, or that are governed by this Plan but are
ambiguous, the terms of ERSP will govern to the extent they are consistent
with the terms and purposes of this Plan.
9.3 Governing Law. This Plan shall be interpreted and enforced in accordance
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with the laws of the State of New York.
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IN WITNESS WHEREOF, the Company has caused this Plan document to be
executed by its duly authorized officer this 5th day of December, 2000.
GLOBAL CROSSING LTD.
By: /s/ John L. Comparin
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Title: Senior Vice President-Human Resources
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Supplemental Retirement Savings Plan - Global Crossing Ltd.
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