{"id":43134,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-u-s-west-inc-and-global-crossing.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-u-s-west-inc-and-global-crossing","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-u-s-west-inc-and-global-crossing.html","title":{"rendered":"Agreement and Plan of Merger &#8211; U S West Inc. and Global Crossing Ltd."},"content":{"rendered":"<pre>================================================================================\n\n\n\n\n                         AGREEMENT AND PLAN OF MERGER\n                         ----------------------------\n\n\n\n                           Dated as of May 16, 1999\n\n\n                                    Between\n\n\n                                 U S WEST, INC.\n\n\n                                      and\n\n\n                             GLOBAL CROSSING LTD.\n\n\n\n                                        \n\n\n\n================================================================================\n\n\n \n                               TABLE OF CONTENTS\n                               -----------------\n\n                                                                           Page\n                                                                           ----\n                                   ARTICLE I\n\n                                  THE MERGERS\n\nSection 1.1    Formation of Subsidiaries; The Mergers........................1\nSection 1.2    Effective Time................................................3\nSection 1.3    Effect of the Mergers.........................................3\nSection 1.4    Subsequent Actions............................................3\nSection 1.5    Certificates of Incorporation; Bylaws; Directors and         \n                Officers of the Surviving Corporations.......................4\nSection 1.6    Alternative Structure.........................................4\nSection 1.7    Location of Headquarters......................................5\nSection 1.8    Corporate Identity............................................5\n              \n              \n                                  ARTICLE II\n              \n                    EFFECT OF MERGERS ON STOCK AND OPTIONS\n              \nSection 2.1    Conversion of Securities......................................5\nSection 2.2    Conversion....................................................5\nSection 2.3    Common Stock of Merged Corporations...........................9\nSection 2.4    Election Procedures; Exchange of Shares.......................9 \nSection 2.5    Transfer Books...............................................14\nSection 2.6    No Fractional Share Certificates.............................14\nSection 2.7    Certain Adjustments..........................................16\n              \n              \n                                  ARTICLE III\n              \n                            [INTENTIONALLY OMITTED]\n              \n              \n                                  ARTICLE IV\n              \n                   REPRESENTATIONS AND WARRANTIES OF GLOBAL\n              \nSection 4.1    Organization and Qualification; Subsidiaries.................17\nSection 4.2    Certificate of Incorporation and Byelaws.....................17\nSection 4.3    Capitalization...............................................17\nSection 4.4    Authority Relative to this Agreement.........................18\nSection 4.5    No Conflict; Required Filings and Consents...................19\nSection 4.6    SEC Filings; Financial Statements............................19\n              \n\n                                      -i-\n\n \nSection 4.7    Absence of Certain Changes or Events.........................20\nSection 4.8    Litigation...................................................20\nSection 4.9    No Violation of Law; Permits.................................20\nSection 4.10   Joint Proxy Statement........................................21\nSection 4.11   Employee Matters; ERISA......................................21\nSection 4.12   Labor Matters................................................24\nSection 4.13   Environmental Matters........................................24\nSection 4.14   Board Action; Vote Required..................................25\nSection 4.15   Opinions of Financial Advisors...............................25\nSection 4.16   Brokers......................................................25\nSection 4.17   Tax Matters..................................................25\nSection 4.18   Intellectual Property........................................26\nSection 4.19   Insurance....................................................26\nSection 4.20   Ownership of Securities......................................26\nSection 4.21   Certain Contracts............................................27\nSection 4.22   Licenses.....................................................27\nSection 4.23   Year 2000....................................................27\nSection 4.24   Foreign Corrupt Practices and International \n                Trade Sanctions.............................................27\n              \n              \n                                   ARTICLE V\n              \n                  REPRESENTATIONS AND WARRANTIES OF U S WEST\n              \nSection 5.1    Organization and Qualification; Subsidiaries.................28\nSection 5.2    Certificate of Incorporation and Bylaws......................28  \nSection 5.3    Capitalization...............................................28\nSection 5.4    Authority Relative to this Agreement.........................30\nSection 5.5    No Conflict; Required Filings and Consents...................30\nSection 5.6    SEC Filings; Financial Statements............................30\nSection 5.7    Absence of Certain Changes or Events.........................31\nSection 5.8    Litigation...................................................31\nSection 5.9    No Violation of Law; Permits.................................31\nSection 5.10   Joint Proxy Statement........................................32\nSection 5.11   Employee Matters; ERISA......................................32\nSection 5.12   Labor Matters................................................32\nSection 5.13   Environmental Matters........................................35\nSection 5.14   Board Action; Vote Required; U S WEST Rights Plan; \n                Applicability of Section 203................................35\nSection 5.15   Opinion of Financial Advisor.................................36\nSection 5.16   Brokers......................................................36\nSection 5.17   Tax Matters..................................................36\nSection 5.18   Intellectual Property........................................37\nSection 5.19   Insurance....................................................37\nSection 5.20   Ownership of Securities......................................37\nSection 5.21   Certain Contracts............................................37\nSection 5.22   Licenses.....................................................38\n\n                                      -ii-\n\n \nSection 5.23   Year 2000....................................................38\nSection 5.24   Foreign Corrupt Practices and International \n                Trade Sanctions.............................................38\n              \n              \n                                  ARTICLE VI\n              \n             CONDUCT OF INDEPENDENT BUSINESSES PENDING THE MERGERS\n              \nSection 6.1    Transition Planning..........................................39\nSection 6.2    Conduct of Business in the Ordinary Course...................39\nSection 6.3    No Solicitation..............................................42\nSection 6.4    Subsequent Financial Statements..............................44\nSection 6.5    Control of Operations........................................44\n              \n              \n                                  ARTICLE VII\n              \n                             ADDITIONAL AGREEMENTS\n              \nSection 7.1    Joint Proxy Statement and the Registration Statement.........45\nSection 7.2    Global and U S WEST Stockholders'Meetings and Consummation \n                of the Mergers..............................................45\nSection 7.3    Additional Agreements........................................47\nSection 7.4    Notification of Certain Matters..............................48\nSection 7.5    Access to Information........................................49\nSection 7.6    Public Announcements.........................................49\nSection 7.7    Cooperation..................................................49\nSection 7.8    Indemnification, Directors'and Officers'Insurance............49\nSection 7.9    Employee Benefit Plans.......................................50\nSection 7.10   Officers of Parent...........................................50\nSection 7.11   Stock Exchange Listing.......................................51\nSection 7.12   Post-Mergers Parent Board of Directors; \n                Executive Committee.........................................51\nSection 7.13   No Shelf Registration........................................51\nSection 7.14   Affiliates...................................................51\nSection 7.15   Blue Sky.....................................................52\nSection 7.16   Tax-Free Exchange............................................52\nSection 7.17   Determination of Class B to Class A Value Ratio..............52\nSection 7.18   Permitted Acquisitions.......................................53\nSection 7.19   Certain Transactions.........................................53\nSection 7.20   Interim Dividend Policy......................................54\nSection 7.21   Subsidiary Definition........................................54\nSection 7.22   Exchange Procedures..........................................54\nSection 7.23   Services Agreement...........................................54\nSection 7.24   Certain Definitions..........................................54\n\n                                     -iii-\n\n \n                                 ARTICLE VIII\n              \n                           CONDITIONS TO THE MERGERS\n              \nSection 8.1    Conditions to Obligations of Each Party to \n                Effect the Mergers..........................................55\nSection 8.2    Additional Conditions to Obligations of Global...............57\nSection 8.3    Additional Conditions to Obligations of U S WEST.............58\n              \n              \n                                  ARTICLE IX\n              \n                       TERMINATION, AMENDMENT AND WAIVER\n              \nSection 9.1    Termination..................................................59\nSection 9.2    Effect of Termination........................................61\nSection 9.3    Amendment....................................................62\nSection 9.4    Waiver.......................................................62\n              \n              \n                                   ARTICLE X\n              \n                                  DEFINITIONS\n              \nSection 10.1   Certain Definitions..........................................63\n              \n              \n                                  ARTICLE XI\n              \n                              GENERAL PROVISIONS\n              \nSection 11.1   Non-Survival of Representations, Warranties and Agreements...65\nSection 11.2   Notices......................................................65\nSection 11.3   Expenses.....................................................66\nSection 11.4   Headings.....................................................66\nSection 11.5   Severability.................................................67\nSection 11.6   Entire Agreement; No Third-Party Beneficiaries...............67\nSection 11.7   Assignment...................................................67\nSection 11.8   Governing Law................................................67\nSection 11.9   Submission to Jurisdiction; Waivers..........................67\nSection 11.10  Counterparts.................................................68\n\n                                      -iv-\n\n \n                                 Schedules   \n                                 ---------      \n \n                   \nSchedule 4.1      =      Subsidiaries of Global\nSchedule 4.3      =      Option Plans and Equity Rights of Global\nSchedule 4.5      =      Required Filings and Consents of Global\nSchedule 4.7      =      Certain Changes or Events of Global\nSchedule 4.9      =      Violations of Laws, Permits, Regulations, etc. of Global\nSchedule 4.11     =      Global Employee Benefit Plans\nSchedule 4.17     =      Tax Liens or Liabilities of Global\nSchedule 4.18     =      Global Intellectual Property Losses and Claims\nSchedule 4.20     =      Global's Ownership of U S WEST's Common Stock\nSchedule 4.22     =      Proceedings against, or Violations of Global Licenses or permits\nSchedule 5.1      =      Subsidiaries of U S WEST\nSchedule 5.3      =      Option Plans and Equity Rights of U S WEST\nSchedule 5.5      =      Required Filings and Consents of U S WEST\nSchedule 5.7      =      Certain Changes or Events of U S WEST\nSchedule 5.8      =      Pending or Threatened Litigation against U S WEST\nSchedule 5.9      =      Violations of Laws, Permits, Regulations, etc. of U S WEST\nSchedule 5.11     =      U S WEST Employee Benefit Plans\nSchedule 5.12     =      Collective Bargaining or Labor Agreements of U S WEST\nSchedule 5.13     =      Environmental Claims Against U S WEST\nSchedule 5.17     =      Tax Liens or Liabilities of U S WEST\nSchedule 5.18     =      U S WEST Intellectual Property Losses and Claims\nSchedule 5.19     =      Termination or Cancellation of Insurance Coverage of U S WEST\nSchedule 5.20     =      U S WEST's Ownership of Global's Common Stock\nSchedule 5.21     =      U S WEST Contracts\nSchedule 5.22     =      Proceedings against, or Violations of U S WEST Licenses or Permits\nSchedule 6.1      =      Transition Committee\nSchedule 6.2      =      Conduct of Business\nSchedule 7.14     =      Securities Act Affiliates\nSchedule 7.18     =      Permitted Acquisitions\n \n\n                                    Exhibits\n                                    --------\n\nExhibit A   =  Terms of Parent Class A Common Stock and Parent Class B Common\n                Stock\n\n                                      -v-\n\n \n                         AGREEMENT AND PLAN OF MERGER\n\n\n                  AGREEMENT AND PLAN OF MERGER, dated as of May 16, 1999,\nbetween U S WEST, Inc., a Delaware corporation (\"U S WEST\"), and Global Crossing\nLtd., a Bermuda company (\"Global\").\n\n                              W I T N E S S E T H\n\n\n                  WHEREAS, the Boards of Directors of U S WEST and Global have\neach determined that it is in the best interests of their respective\nstockholders that U S WEST and Global combine their businesses and enter into\nthis Agreement.\n\n                  WHEREAS, the Boards of Directors of U S WEST and Global have\neach determined that the mergers and the other transactions contemplated hereby\nare consistent with, and in furtherance of, their respective business strategies\nand goals and have each approved the mergers contemplated hereby.\n\n\n                  WHEREAS, for U.S. federal income tax purposes, it is intended\nthat the transactions to be effected pursuant to this Agreement shall constitute\na tax-free exchange or series of exchanges.\n\n\n                  WHEREAS, U S WEST has entered into a Tender Offer and Purchase\nAgreement dated as of the date hereof pursuant to which U S WEST will commence a\ntender offer (the \"U S WEST Tender Offer\") for up to 39,259,305 shares of common\nstock, par value $0.01 per share of Global (\"Global Common Stock\"), at a net\nprice per share in cash of $62.75, subject to the terms and conditions thereof.\n\n\n                  WHEREAS, the parties hereto intend that the transactions\ncontemplated hereby shall be accounted for using the purchase method of\naccounting with U S WEST as the acquiror.\n\n\n                  NOW, THEREFORE, in consideration of the foregoing and the\nmutual covenants and agreements herein contained, and intending to be legally\nbound hereby, the parties hereto hereby agree as follows:\n\n\n                                   ARTICLE I\n\n                                  THE MERGERS\n\n          Section 1.1 Formation of Subsidiaries; The Mergers. (a) Promptly\nfollowing the date hereof, U S WEST and Global will form a corporation under\nDelaware Law (\"Parent\"). Parent will initially be owned equally by U S WEST and\nGlobal. The Certificate of Incorporation of Parent will provide that Parent will\nhave authority to issue two classes of common stock as follows: subject to\nSection 7.24, (i) one class of common stock that will reflect the local service\nprovider business of Parent, including all of U S WEST's assets, liabilities and\nbusiness operations (other than its data, wireless and internet yellow pages\ndirectory assets and liabilities) plus the local exchange assets, liabilities\nand \n\n \nbusiness operations of Frontier Corporation, a New York corporation (\"Frontier\")\n(the \"Parent Class A Common Stock\"), and (ii) a second class of common stock\nthat will reflect the global service provider business of Parent, including all\nof the assets, liabilities, and business operations of Global and Frontier\n(other than Frontier's local exchange assets, liabilities and business\noperations) plus U S WEST's data, wireless and internet yellow pages assets,\nliabilities and business operations (the \"Parent Class B Common Stock\"). The\nterms of the Parent Class A Common Stock and Parent Class B Common Stock will be\nas set forth in Exhibit A. The Certificate of Incorporation of Parent will\ncontain such other provisions as are customary for public companies including a\nclassified Board of Directors. Parent will also adopt an appropriate shareholder\nrights agreement. Promptly following the incorporation of Parent, U S WEST and\nGlobal will cause Parent to form (i) a wholly-owned subsidiary under Delaware\nLaw (\"U S WEST Merger Sub\"), and (ii) if necessary to consummate the transaction\ncontemplated by the Election, as defined herein, a wholly-owned subsidiary under\nDelaware Law or under the laws of such other jurisdiction as necessary to\nconsummate the transaction contemplated by the Election (\"Global Merger Sub\").\nParent, U S WEST Merger Sub and Global Merger Sub will be formed solely to\nfacilitate the Mergers (as defined below) and will conduct no business or\nactivity prior to the Effective Time other than in connection with the Mergers.\nU S WEST and Global will (i) cause Parent, U S WEST Merger Sub and Global Merger\nSub to execute and deliver a joinder to this Agreement pursuant to Section 251\nof Delaware Law, (ii) execute a formal written consent under Section 228 of\nDelaware Law as all of the stockholders of Parent, approving the execution,\ndelivery and performance of this Agreement by Parent, (iii) cause Parent to\nexecute a formal written consent under Section 228 of Delaware Law as the sole\nstockholder of U S WEST Merger Sub, approving the execution, delivery and\nperformance of this Agreement by U S WEST Merger Sub, and (iv) cause Parent to\nexecute a formal written consent under Bermuda Law (or similar required\ndocumentation under the relevant jurisdiction) as the sole stockholder of Global\nMerger Sub, approving the execution, delivery and performance of this Agreement\nby Global Merger Sub.\n\n                  (b) At the Effective Time, (i) U S WEST Merger Sub shall be\nmerged with and into U S WEST in accordance with Delaware Law, whereupon the\nseparate existence of U S WEST Merger Sub shall cease, and U S WEST shall be the\nsurviving corporation (the \"U S WEST Merger\"), and (ii) at Global's reasonable\nelection (the \"Election\") either (A) Global shall \"discontinue\" under the laws\nof Bermuda and continue in, and be subject to, the laws of the United States or\nany other jurisdiction and Global Merger Sub shall immediately thereafter be\nmerged into Global with Global as the surviving corporation, (B) Global shall\nenter into a scheme of arrangement under the laws of Bermuda pursuant to which\nthe shares of Global shall be exchanged for shares of Parent, or (C) Global\nMerger Sub shall be amalgamated with and into Global in accordance with Bermuda\nLaw, whereupon the separate existence of Global Merger Sub shall cease, and\nGlobal shall continue in the form of the amalgamated company (any of the\ntransactions described in the immediately preceding clauses (A), (B) or (C), the\n\"Global Merger\" and together with the U S WEST Merger, the \"Mergers\"); provided\nin any case that the Election shall not cause a failure to satisfy the\nconditions contained in Sections 8.2(d) or 8.3(d), and provided further that if\nthe Election would cause a failure to satisfy the conditions contained in\nSection 8.2(d) or 8.3(d), the parties agree to use commercially reasonable\nefforts to restructure the Mergers or take other steps in accordance with this\nSection 1.1(b) to the extent such \n\n                                      -2-\n\n \nrestructuring or other steps would allow the conditions contained in Sections\n8.2(d) and 8.3(d) to be satisfied. U S WEST and Global are sometimes\ncollectively referred to herein as the \"Surviving Corporations\". U S WEST Merger\nSub and Global Merger Sub are sometimes collectively referred to herein as the\n\"Merged Corporations\". U S WEST and Global, as well as Parent, U S WEST Merger\nSub, Global Merger Sub and any other Person which may become a party to this\nAgreement after the date of this Agreement, are herein referred to collectively\nas the \"Parties\" and each individually as a \"Party.\"\n\n          Section 1.2 Effective Time. As promptly as practicable after the\nsatisfaction or waiver of the conditions set forth in Article VIII hereof and\nthe consummation of the Closing referred to in Section 7.3(a) hereof, the\nParties shall cause the Mergers to be consummated by (i) filing a Certificate of\nMerger (the \"Delaware Certificate\") with the Secretary of State of the State of\nDelaware with respect to the U S WEST Merger, in such form as is required by,\nand executed in accordance with, the relevant provisions of Delaware Law, and\n(ii) taking such actions as may be necessary to consummate the transaction\ncontemplated by the Election (the \"Election Transaction Filings\"). The effective\ntime of the U S WEST Merger specified in the Delaware Certificate shall also be\nthe effective time of the Global Merger specified in the applicable Election\nTransaction Filing. The term \"Effective Time\" shall mean the effective time of\nthe U S WEST Merger and the Global Merger.\n\n          Section 1.3 Effect of the Mergers. At the Effective Time, the effect\nof the U S WEST Merger and the Global Merger shall be as provided in the\napplicable provisions of Delaware Law and the laws of the relevant jurisdiction\nor jurisdictions of Global, respectively. Without limiting the generality of the\nforegoing, and subject thereto, at the Effective Time (i) all the property,\nrights, privileges, powers and franchises of U S WEST and U S WEST Merger Sub\nshall continue with, or vest in, as the case may be, U S WEST as the Surviving\nCorporation in the U S WEST Merger, and all debts, liabilities and duties of U S\nWEST and U S WEST Merger Sub shall continue to be, or become, as the case may\nbe, the debts, liabilities and duties of U S WEST as the Surviving Corporation\nin the U S WEST Merger and (ii) all the property, rights, privileges, powers and\nfranchises of Global and Global Merger Sub shall continue with, or vest in, as\nthe case may be, Global as the Surviving Corporation in the Global Merger, and\nall debts, liabilities and duties of Global and Global Merger Sub shall continue\nto be, or become, as the case may be, the debts, liabilities and duties of\nGlobal as the Surviving Corporation in the Global Merger. As of the Effective\nTime, the Surviving Corporations shall be direct wholly-owned subsidiaries of\nParent.\n\n          Section 1.4 Subsequent Actions. If, at any time after the Effective\nTime, any Surviving Corporation shall consider or be advised that any deeds,\nbills of sale, assignments, assurances or any other actions or things are\nnecessary or desirable to continue in, vest, perfect or confirm of record or\notherwise in such Surviving Corporation their respective right, title or\ninterest in, to or under any of the rights, properties, privileges, franchises\nor assets of either of its constituent corporations acquired or to be acquired\nby such Surviving Corporation as a result of, or in connection with, the Mergers\nor otherwise to carry out this Agreement, then the officers and directors of\nsuch Surviving Corporation shall be directed and authorized to execute and\ndeliver, in the name and on behalf of either of such constituent corporations,\nall such deeds, bills of sale, assignments and assurances and to take and do, in\nthe name and on behalf of each of such corporations or otherwise, all such other\nactions and things as may be necessary or desirable to \n\n                                      -3-\n\n \nvest, perfect or confirm any and all right, title and interest in, to and under\nsuch rights, properties, privileges, franchises or assets in such Surviving\nCorporation or otherwise to carry out this Agreement.\n\n          Section 1.5   Certificates of Incorporation; Bylaws; Directors and \n                        Officers of the Surviving Corporations. Unless \n otherwise agreed by Global and U S WEST before the Effective Time, at the\nEffective Time:\n                        \n                  (a)      the Certificate of Incorporation of U S WEST as the\nSurviving Corporation of the U S WEST Merger shall be the Certificate of\nIncorporation of U S WEST as in effect immediately prior to the Effective Time,\nuntil thereafter amended as provided by law and such Certificate of\nIncorporation;\n\n                  (b)      the Memorandum of Association or similar\ndocumentation of Global as the Surviving Corporation of the Global Merger shall\nbe the Memorandum of Association or similar documentation of Global as in effect\nimmediately prior to the Effective Time, until thereafter amended as provided by\nlaw;\n\n                  (c)      the Bylaws of U S WEST as the Surviving Corporation\nof the U S WEST Merger shall be the Bylaws of U S WEST as in effect immediately\nprior to the Effective Time, until thereafter amended as provided by law and the\nCertificate of Incorporation and the Bylaws of such Surviving Corporation;\n\n                  (d)      the Byelaws of Global as the Surviving Corporation of\nthe Global Merger shall be the Byelaws of Global as in effect immediately prior\nto the Effective Time, until thereafter amended as provided by law and the\nCertificate of Incorporation and the Byelaws of such Surviving Corporation; and\n\n                  (e) the directors and officers of U S WEST immediately prior\nto the Effective Time shall continue to serve in their respective offices of U S\nWEST as the Surviving Corporation of the U S WEST Merger from and after the\nEffective Time, in each case until their successors are elected or appointed and\nqualified or until their resignation or removal. The directors and officers of\nGlobal immediately prior to the Effective Time shall continue to serve in their\nrespective offices of Global as the Surviving Corporation of the Global Merger\nfrom and after the Effective Time, in each case until their successors are\nelected or appointed and qualified or until their resignation or removal. If, at\nthe Effective Time, a vacancy shall exist on the Board of Directors or in any\noffice of either Surviving Corporation, then such vacancy may thereafter be\nfilled in the manner provided by law and the Bylaws of such Surviving\nCorporation.\n\n          Section 1.6 Alternative Structure. In the event the Frontier\nAcquisition is consummated pursuant to the alternative merger provisions of\nSection 1.10 of the Agreement and Plan of Merger dated as of March 16, 1999\namong Global, GCF Acquisition Corp. and Frontier, as amended (the \"Frontier\nMerger Agreement\") (the \"Frontier Alternative Merger\"), then U S WEST and Global\nshall use commercially reasonable efforts to restructure the Mergers and other\ntransactions to be effected hereunder or take such other steps to allow the\nMergers and other transactions to be effected hereunder to qualify as tax-free\ntransactions for U.S. federal income tax purposes.\n\n                                      -4-\n\n \n          Section 1.7   Location of Headquarters.  Global and U S WEST agree\nthat commencing at the Effective Time the headquarters of Parent shall be\nlocated in New York, New York.\n\n          Section 1.8   Corporate Identity.  Global and U S WEST agree that at\nthe Effective Time, the corporate name of Parent shall be \"Global Crossing,\nInc.\"\n\n                                  ARTICLE II\n\n                    EFFECT OF MERGERS ON STOCK AND OPTIONS\n\n          Section 2.1   Conversion of Securities.  The manner and basis of\nconverting the shares of common stock of Global and Global Merger Sub and U S\nWEST and U S WEST Merger Sub, as well as options, warrants and other rights to\npurchase or otherwise acquire shares of common stock of Global or shares of\ncommon stock of U S WEST, at the Effective Time, by virtue of the Mergers and\nwithout any action on the part of any of the Parties or the holder of any of\nsuch securities, shall be as hereinafter set forth in this Article II.\n\n\n          Section 2.2 Conversion. (a) Each share of Global Common Stock and each\nshare of common stock, par value $.01 per share, of U S WEST (\"U S WEST Common\nStock\") issued and outstanding immediately prior to the Effective Time\n(excluding shares of Global Common Stock held in the treasury of Global or owned\nby U S WEST or any of its Subsidiaries and shares of U S WEST Common Stock held\nin the treasury of U S WEST or owned by Global or any of its Subsidiaries\n(collectively, the \" Disqualified Shares\")), and all rights in respect thereof,\nshall at the Effective Time forthwith cease to exist and be converted into and\nbecome exchangeable for a number of shares of Parent Class A Common Stock and a\nnumber of shares of Parent Class B Common Stock determined as provided in this\nSection 2.2.\n\n          (b) Each option, warrant and other right issued and outstanding\nimmediately prior to the Effective Time to purchase or otherwise acquire Global\nCommon Stock (each a \"Global Right\") or U S WEST Common Stock (each a \"U S WEST\nRight\") (other than Global Rights owned by U S WEST or any of its Subsidiaries\nand U S WEST Rights owned by Global or any of its Subsidiaries (collectively,\nthe \"Disqualified Rights\")) shall at the Effective Time no longer be options,\nwarrants or rights to purchase or otherwise acquire Global Common Stock or U S\nWEST Common Stock, as applicable, and shall become options, warrants or rights,\nas applicable, to purchase or otherwise acquire a number of shares of Parent\nClass A Common Stock and Parent Class B Common Stock, determined as provided in\nthis Section 2.2 on the same terms and conditions that would have applied to the\npurchase or other acquisition of Global Common Stock or U S WEST Common Stock,\nas applicable; provided, that the exercise price of any such option, warrant or\nright shall be adjusted as provided in Section 2.2(g). Prior to the Effective\nTime, the compensation committee of both U S WEST and Global will review the\nGlobal Rights and U S WEST Rights, as applicable, with a view to providing\nincentives for and retaining employees for Parent. U S WEST and Global shall\ntake all such steps as may be required to cause consummation of the transactions\ncontemplated by this Section 2.2(b) and any other disposition of U S WEST and\nGlobal equity securities (including derivative securities) or acquisitions of\nParent equity securities (including derivative securities) in connection with\nthis Agreement by each individual who (x) is a director or officer of U S WEST\nor Global or (y) at\n\n                                      -5-\n\n \nthe Effective Time, will become a director or officer of Parent, to be exempt\nunder Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as\namended, such steps to be taken in accordance with the No-Action Letter dated\nJanuary 12, 1999, issued by the SEC to Skadden, Arps, Slate, Meagher &amp; Flom LLP.\n\n                  (c) Each holder of record of Global Common Stock and\/or Global\nRights (other than Global Common Stock which is Disqualified Stock and Global\nRights which are Disqualified Rights) immediately prior to the Effective Time\nshall be entitled to make a number of elections for shares of Parent Class B\nCommon Stock and\/or Parent Class A Common Stock equal to the sum of the number\nof shares of Global Common Stock held by such holder at the Effective Time and\nthe number of shares of Global Common Stock issuable pursuant to Global Rights\nheld by such holders at the Effective Time. Each holder of record of U S WEST\nCommon Stock and\/or U S WEST Rights (other than U S WEST Common Stock which is\nDisqualified Stock and U S WEST Rights which are Disqualified Rights)\nimmediately prior to the Effective Time shall be entitled to make a number of\nelections for shares of Parent Class B Common Stock and\/or Parent Class A Common\nStock equal to the product of the Conversion Ratio (as defined below) multiplied\nby the number of shares of U S WEST Common Stock held by such holder at the\nEffective Time and the number of shares of U S WEST Common Stock issuable\npursuant to U S WEST Rights held by such holders at the Effective Time. The\n\"Conversion Ratio\" shall be equal to the quotient (rounded to the nearest\n1\/10,000) of (A) the sum of (i) the fully diluted number of shares of Global\nCommon Stock outstanding on the date hereof (based on the treasury method of\naccounting assuming the price of Global Common Stock at the close of trading on\nMay 13, 1999), plus (ii) the product of the fully diluted number of shares of\nFrontier common stock outstanding (based on the treasury method of accounting\nassuming the price of Frontier common stock as of the close of trading on the\nday prior to consummation of the transactions contemplated by the Frontier\nMerger Agreement) on the date of the closing pursuant to the Frontier Merger\nAgreement multiplied by the Exchange Ratio (as defined in the Frontier Merger\nAgreement) determined as of the date of such closing, less (iii) 39,259,305\ndivided by (B) the fully diluted number of shares of U S WEST Common Stock\noutstanding on the date hereof (based on the treasury method of accounting\nassuming the price of U S WEST Common Stock at the close of trading on May 13,\n1999). Each election may be made for Parent Class B Common Stock or Parent Class\nA Common Stock. A holder holding both Global Common Stock and Global Rights\nand\/or U S WEST Common Stock and U S WEST Rights shall have the right to\nseparately elect with respect to such common stock and rights. Each election\nmade (or, pursuant to Section 2.4, deemed to be made) for Parent Class B Common\nStock shall be an election for a number of shares of Parent Class B Common Stock\nequal to a quotient the numerator of which is the sum of 1 plus the Class B to\nClass A Value Ratio (as defined in Section 7.17) and the denominator of which is\nthe Class B to Class A Value Ratio. Each election made (or, pursuant to Section\n2.4 deemed to be made) for Parent Class A Common Stock shall be an election for\na number of shares of Parent Class A Common Stock equal to the sum of 1 plus the\nClass B to Class A Value Ratio.\n\n                  (d) If the aggregate number of shares of Parent Class B Common\nStock elected (or deemed to be elected) pursuant to Sections 2.2(c) and 2.4\nequals the aggregate number of elections that may be made pursuant to Section\n2.2(c) by all holders of Global Common Stock and Global Rights and U S WEST\nCommon Stock and U S WEST Rights (the \"Number of Group Shares\") and the\naggregate number of shares of Parent Class A Common \n\n                                      -6-\n\n \nStock elected (or deemed to be elected) pursuant to Sections 2.2(c) an 2.4\nequals the Number of Group Shares, then (i) the shares of Global Common Stock as\nto which each holder of record of Global Common Stock is entitled to make an\nelection pursuant to Section 2.2(c) shall be converted into and exchangeable\nfor, and the Global Rights as to which each holder of record of Global Rights is\nentitled to make an election pursuant to Section 2.2(c) shall become options,\nwarrants or rights, as applicable, to purchase or otherwise acquire, the number\nof shares of Parent Class B Common Stock and the number of shares of Parent\nClass A Common Stock elected (or deemed to be elected) by such holder pursuant\nto Sections 2.2(c) and 2.4 and (ii) the shares of U S WEST Common Stock as to\nwhich each holder of record of U S WEST Common Stock is entitled to make an\nelection pursuant to Section 2.2(c) shall be converted into and exchangeable\nfor, and the U S WEST Rights as to which each holder of record of U S WEST\nRights is entitled to make an election pursuant to Section 2.2(c) shall become\noptions, warrants or rights, as applicable, to purchase or otherwise acquire,\nthe number of shares of Parent Class B Common Stock and the number of shares of\nParent Class A Common Stock elected (or deemed to be elected) by such holder\npursuant to Sections 2.2(c) and 2.4.\n\n                  (e) If the aggregate number of shares of Parent Class B Common\nStock elected (or deemed to be elected) pursuant to Sections 2.2(c) and 2.4\nexceeds the Number of Group Shares, then (A) the shares of Global Common Stock\nas to which each holder of record of Global Common Stock is entitled to make an\nelection pursuant to Section 2.2(c) shall be converted into and exchangeable\nfor, (B) the shares of U S WEST Common Stock as to which each holder of record\nof U S WEST Common Stock is entitled to make an election pursuant to Section\n2.2(c) shall be converted into and exchangeable for, (C) the Global Rights as to\nwhich each holder of record of Global Rights is entitled to make an election\npursuant to Section 2.2(c) shall become options, warrants or rights, as\napplicable, to purchase or otherwise acquire, and (D) the U S WEST Rights as to\nwhich each holder of record of U S WEST Rights is entitled to make an election\npursuant to Section 2.2(c) shall become options, warrants or rights, as\napplicable, to purchase or otherwise acquire:\n\n                   (i)    a number of shares of Parent Class B Common Stock \nequal to the product of the number of shares of Parent Class B Common Stock\nelected (or deemed to be elected) by such holder pursuant to Sections 2.2(c) and\n2.4, multiplied by the quotient of the Number of Group Shares divided by the\naggregate number of shares of Parent Class B Common Stock elected (or deemed to\nbe elected) pursuant to Sections 2.2(c) and 2.4,\n\n                   (ii)   the number of shares of Parent Class A Common Stock\nelected (or deemed to be elected) by such holder pursuant to Sections 2.2(c) and\n2.4, and\n\n                  (iii)   a number of shares of Parent Class A Common Stock\nequal to the product of the Class B to Class A Value Ratio multiplied by the\ndifference between the number of shares of Parent Class B Common Stock elected\n(or deemed to be elected) by such holder pursuant to Sections 2.2(c) and 2.4 and\nthe number of shares of Parent Class B Common Stock allocated to such holder\npursuant to clause (i) of this sentence.\n\n                 (f) If the aggregate number of shares of Parent Class A Common\nStock elected (or deemed to be elected) pursuant to Sections 2.2(c) and 2.4\nexceeds the Number of \n\n                                      -7-\n\n \nGroup Shares, then (A) the shares of Global Common Stock as to which each holder\nof record of Global Common Stock is entitled to make an election pursuant to\nSection 2.2(c) shall be converted into and exchangeable for, (B) the shares of U\nS WEST Common Stock as to which each holder of record of U S WEST Common Stock\nis entitled to make an election pursuant to Section 2.2(c) shall be converted\ninto and exchangeable for, (C) the Global Rights as to which each holder of\nrecord of Global Rights is entitled to make an election pursuant to Section\n2.2(c) shall become options, warrants or rights, as applicable, to purchase or\notherwise acquire, and (D) the U S WEST Rights as to which each holder of record\nof U S WEST Rights is entitled to make an election pursuant to Section 2.2(c)\nshall become options, warrants or rights, as applicable, to purchase or\notherwise acquire:\n\n                   (i)   a number of shares of Parent Class A Common Stock equal\nto the product of the number of shares of Parent Class A Common Stock elected\n(or deemed to be elected) by such holder pursuant to Sections 2.2(c) and 2.4,\nmultiplied by the quotient of the Number of Group Shares divided by the\naggregate number of shares of Parent Class A Common Stock elected (or deemed to\nbe elected) pursuant to Sections 2.2(c) and 2.4,\n\n                  (ii)   the number of shares of Parent Class B Common Stock\nelected (or deemed to be elected) by such holder pursuant to Sections 2.2(c) and\n2.4, and\n\n\n                  (iii)   a number of shares of Parent Class B Common Stock\nequal to the product of the quotient of 1 divided by the Class B to Class A\nValue Ratio multiplied by the difference between the number of shares of Parent\nClass A Common Stock elected (or deemed to be elected) by such holder pursuant\nto Sections 2.2(c) and 2.4, and the number of shares of Parent Class A Common\nStock allocated to such holder pursuant to clause (i) of this sentence.\n\n                  (g) Commencing immediately after the Effective Time, each\ncertificate which, immediately prior to the Effective Time, represented issued\nand outstanding shares of Global Common Stock or U S WEST Common Stock shall\nevidence ownership of Parent Class A Common Stock and Parent Class B Common\nStock on the basis hereinbefore set forth. Commencing immediately after the\nEffective Time, each option, warrant or other right which, immediately prior to\nthe Effective Time, represented the right to purchase or otherwise acquire\nshares of Global Common Stock or U S WEST Common Stock shall evidence the right\nto purchase or otherwise acquire shares of Parent Class A Common Stock and\nParent Class B Common Stock on the basis hereinabove set forth and otherwise,\nsubject to Section 2.6, on the same terms and conditions that would have applied\nto the purchase or other acquisition of Global Common Stock or U S WEST Common\nStock, as applicable; provided that the exercise price shall be allocated to the\npurchase of Parent Class B Common Stock and Parent Class A Common Stock in\nproportion to the Class B to Class A Value Ratio.\n\n                  (h)    For all purposes of this Agreement, unless otherwise\nspecified, all shares held by employee stock ownership plans or other pension or\ndeferred compensation plans of Global or U S WEST (i) shall be deemed to be\nissued and outstanding, (ii) shall not be deemed to be held in the treasury of\nGlobal or U S WEST respectively, and (iii) shall be subject to the election\nrights and procedures described in Sections 2.2(c) and 2.4.\n\n                                      -8-\n\n \n                  (i) Under Bermuda law (or the law of the relevant\njurisdiction) within one month of receiving notice of the meeting of the Global\nstockholders which is to consider the Global Merger, a Global stockholder is\nentitled to apply to the Bermuda Court (or may be entitled under the laws of the\nrelevant jurisdiction) for an appraisal of the fair value of his shares. Prior\nto the Effective Time, and within one month of the Bermuda Court (or the court\nof the relevant jurisdiction) appraising the fair value of such shares, Global\nshall cause Frontier to pay to the dissenting stockholder an amount equal to the\nvalue of his shares as appraised by the Bermuda Court (or the court of the\nrelevant jurisdiction) or alternatively may terminate this Agreement as provided\nin Section 9.1(f) hereof. After the Effective Time, where the Bermuda Court (or\nthe court of the relevant jurisdiction) has appraised the shares of a dissenting\nstockholder of Global and the amount paid to such dissenting stockholder in the\nGlobal Merger was less than the amount appraised by the Bermuda Court (or the\ncourt of the relevant jurisdiction), Global, as the Surviving Corporation in the\nGlobal Merger, shall cause Frontier to pay to such stockholder the difference in\nvalue. If any former shareholder of Frontier seeks appraisal of his Global\nshares and becomes entitled to be paid the value of his shares, Global shall\ncause such cash payment to be made by Frontier.\n\n          Section 2.3  Common Stock of Merged Corporations. (a) At the Effective\nTime, each share of common stock, par value $.01 per share, of Global Merger Sub\nissued and outstanding immediately prior to the Effective Time, and all rights\nin respect thereof, shall, without any action on the part of Parent, be\nautomatically converted into one share of common stock, par value $.01 per\nshare, of Global as the Surviving Corporation of the Global Merger.\n\n                 (b)   At the Effective Time, each share of common stock, par\nvalue $.01 per share, of U S WEST Merger Sub issued and outstanding immediately\nprior to the Effective Time, and all rights in respect thereof, shall, without\nany action on the part of Parent, be automatically converted into one share of\ncommon stock, par value $.01 per share, of U S WEST as the Surviving Corporation\nof the U S WEST Merger.\n\n          Section 2.4 Election Procedures; Exchange of Shares. (a) Not later\nthan thirty (30) days prior to the anticipated Effective Time or such other date\nas the Parties may agree in writing, Global shall fix a record date (which may\nbe the record date for the stockholders meeting contemplated by Section 7.2 if\nsuch meeting date is anticipated to be within ten (10) days of the Effective\nTime) for determining which of its stockholders and holders of Global Rights\nshall be entitled to elect to make the election contemplated by Section 2.2(c)\nand shall cause a Notice and Form of Election (the \"Form of Election\") together\nwith a letter of transmittal to be mailed to the holders of record of shares of\nGlobal Common Stock as of such record date and holders of record of Global\nRights as of such record date. Holders of record of both Global Common Stock and\nGlobal Rights shall receive a Form of Election relating to such Global Common\nStock and a separate Form of Election relating to such Global Rights. Global\nshall also cause the Form of Election together with a letter of transmittal to\nbe mailed to each person to whom a share of Global Common Stock or a Global\nRight is issued subsequent to such record date. The election contemplated by\nSection 2.2(c) shall be made by holders of shares of Global Common Stock and\nGlobal Rights by delivering the Form of Election to the exchange agent mutually\nchosen by Global and U S WEST to act as exchange agent hereunder (the \"Exchange\nAgent\"). Such election shall be made in terms of the percentage (in increments\nof one percent (1%)) of each holder's elections that such holder seeks to make\nfor shares of Parent \n\n                                      -9-\n\n \nClass B Common Stock and\/or shares of Parent Class A Common Stock. To be\neffective, a Form of Election must be properly completed, signed and submitted\nto the Exchange Agent by 5:00 p.m. (New York City time) on the last business day\nprior to the Effective Time or such other time and date as the Parties may agree\n(the \"Election Deadline\"), and accompanied by (1) other than in the case of\nGlobal Rights, (x) the certificates as to which the election is being made, or\n(y) an appropriate guarantee of delivery of such certificates as set forth in\nsuch Form of Election from a firm which is a member of a registered national\nsecurities exchange or of the National Association of Securities Dealers, Inc.,\nor a commercial bank or trust company having an office or correspondent in the\nUnited States; provided, however, that such certificates are in fact delivered\nto the Exchange Agent within three (3) NYSE trading days after the date of\nexecution of such guarantee of delivery (a \"Guarantee of Delivery\"), and (2) a\nproperly completed and signed letter of transmittal. Failure to deliver\ncertificates covered by a Guarantee of Delivery within three (3) New York Stock\nExchange (\"NYSE\") trading days after the date of execution of such Guarantee of\nDelivery shall be deemed to invalidate any otherwise properly made election.\nParent will have the discretion, which it may delegate in whole or in part to\nthe Exchange Agent, to determine whether Forms of Election have been properly\ncompleted, signed and submitted or revoked and to disregard immaterial defects\nin Forms of Election. The good faith decision of Parent (or the Exchange Agent)\nin such matters shall be conclusive and binding. Neither Parent nor the Exchange\nAgent will be under any obligation to notify any Person of any defect in a Form\nof Election submitted to the Exchange Agent. Any Form of Election may be changed\nor revoked prior to the Election Deadline. In the event a Form of Election is\nrevoked prior to the Election Deadline, Parent shall, or shall cause the\nExchange Agent to, if applicable, cause the certificates representing the shares\nof the Global Common Stock or Global Rights covered by such Form of Election to\nbe promptly returned without charge to the Person submitting the Form of\nElection upon written request to that effect from such Person. For purposes\nhereof, if a holder of Global Common Stock or Global Rights does not submit a\nForm of Election which is received by the Exchange Agent prior to the Election\nDeadline (including a holder who submits and then revokes his or her Form of\nElection and does not resubmit a Form of Election which is timely received by\nthe Exchange Agent), if a holder of Global Common Stock submits a Form of\nElection without the corresponding certificates or a Guarantee of Delivery or if\nthe Exchange Agent cannot reasonably determine the election preference of a\nholder of Global Common Stock or Global Rights submitting a Form of Election,\nthen such holder shall be deemed to have elected shares of Parent Class B Common\nStock and shares of Parent Class A Common Stock in the same proportion as the\nholders of Global Common Stock who actually made (and were not merely deemed to\nhave made) elections pursuant to Section 2.2(c) and this Section 2.4.\n\n                  (b) Subject to the terms and conditions hereof, Parent shall\ncause the Exchange Agent to effect the exchange of Global Common Stock for the\nParent Class B Common Stock and\/or Parent Class A Common Stock in accordance\nwith the provisions of this Article II. From time to time after the Effective\nTime, Parent shall deposit, or cause to be deposited, with the Exchange Agent\ncertificates representing Parent Class A Common Stock and Parent Class B Common\nStock for conversion of Global Common Stock in accordance with the provisions of\nSection 2.2 hereof (such certificates, together with any dividends or\ndistributions with respect thereto, being herein referred to as the \"Global\nExchange Fund\"). Commencing immediately after the Effective Time and until the\nappointment of the Exchange Agent shall be terminated, each holder of a\ncertificate or certificates theretofore representing Global Common \n\n                                     -10-\n\n \nStock may surrender the same to the Exchange Agent, and, after the appointment\nof the Exchange Agent shall be terminated, any such holder may surrender any\nsuch certificate to Parent. Such holder shall be entitled upon such surrender to\nreceive in exchange therefor a certificate or certificates representing the\nnumber of full shares of Parent Class A Common Stock and Parent Class B Common\nStock into which the Global Common Stock theretofore represented by the\ncertificate or certificates so surrendered shall have been converted in\naccordance with the provisions of Sections 2.2 and 2.4 hereof, together with a\ncash payment in lieu of fractional shares, if any, in accordance with Section\n2.6 hereof, and all such shares of Parent Class A Common Stock and Parent Class\nB Common Stock so issued shall be deemed to have been issued at the Effective\nTime. Until so surrendered and exchanged, each outstanding certificate which,\nprior to the Effective Time, represented issued and outstanding Global Common\nStock shall be deemed for all corporate purposes of Parent, other than the\npayment of dividends and other distributions, if any, to evidence ownership of\nthe number of full shares of Parent Class A Common Stock and Parent Class B\nCommon Stock into which the Global Common Stock theretofore represented thereby\nshall have been converted at the Effective Time. Unless and until any such\ncertificate theretofore representing Global Common Stock is so surrendered, no\ndividend or other distribution, if any, payable to the holders of record of\nParent Class A Common Stock and Parent Class B Common Stock as of any date\nsubsequent to the Effective Time shall be paid to the holder of such certificate\nin respect thereof. Upon the surrender of any such certificate theretofore\nrepresenting Global Common Stock, however, the record holder of the certificate\nor certificates representing shares of Parent Class A Common Stock and Parent\nClass B Common Stock issued in exchange therefor shall receive from the Exchange\nAgent, or from Parent, as the case may be, payment of the amount of dividends\nand other distributions, if any, which as of any date subsequent to the\nEffective Time and until such surrender shall have become payable with respect\nto such number of shares of Parent Class A Common Stock and Parent Class B\nCommon Stock (\"Pre-Surrender Global Dividends\"). No interest shall be payable\nwith respect to the payment of Pre-Surrender Global Dividends upon the surrender\nof certificates theretofore representing Global Common Stock. After the\nappointment of the Exchange Agent shall have been terminated, any holders of\ncertificates representing Global Common Stock which have not received payment of\nPre-Surrender Global Dividends shall look only to Parent for payment thereof.\nNotwithstanding the foregoing provisions of this Section 2.4(b), neither the\nExchange Agent nor any Party shall be liable to a holder of Global Common Stock\nfor any Parent Class A Common Stock and Parent Class B Common Stock, any\ndividends or distributions thereon or any cash payment for fractional shares as\ncontemplated by Section 2.6 delivered to a public official pursuant to any\napplicable abandoned property, escheat or similar law.\n\n                  (c) Not later than thirty (30) days prior to the anticipated\nEffective Time or such other date as the Parties may agree in writing, U S WEST\nshall fix a record date (which may be the record date for the stockholders'\nmeeting contemplated by Section 7.2 if such meeting date is anticipated to be\nwithin ten (10) days of the Effective Time) for determining which of its\nstockholders and holders of U S WEST Rights shall be entitled to elect to make\nthe election contemplated by Section 2.2(c) and shall cause a Form of Election\ntogether with a letter of transmittal to be mailed to the holders of record of\nshares of U S WEST Common Stock as of such record date and holders of record of\nU S WEST Rights as of such record date. Holders of record of both U S WEST\nCommon Stock and U S WEST Rights shall receive a form of Election relating to\n\n                                     -11-\n\n \nsuch U S WEST Common Stock and a separate form of Election relating to such U S\nWEST Rights. U S WEST shall also cause the Form of Election together with a\nletter of transmittal to be mailed to each person to whom a share of U S WEST\nCommon Stock or a U S WEST Right is issued subsequent to such record date. The\nelection contemplated by Section 2.2(c) shall be made by holders of shares of U\nS WEST Common Stock and U S WEST Rights by delivering the Form of Election to\nthe Exchange Agent. Such election shall be made in terms of the percentage (in\nincrements of one percent (1%)) of each holder's elections that such holder\nseeks to make for shares of Parent Class B Common Stock and\/or shares of Parent\nClass A Common Stock. To be effective, a Form of Election must be properly\ncompleted, signed and submitted to the Exchange Agent by 5:00 p.m. (New York\nCity time) on the Election Deadline, and accompanied by (1) other than in the\ncase of U S WEST Rights, (x) the certificates as to which the election is being\nmade, or (y) an appropriate Guarantee of Delivery of such certificates as set\nforth in such Form of Election, and (2) a properly completed and signed letter\nof transmittal. Failure to deliver certificates covered by a Guarantee of\nDelivery within three (3) NYSE trading days after the date of execution of such\nGuarantee of Delivery shall be deemed to invalidate any otherwise properly made\nelection. Parent will have the discretion, which it may delegate in whole or in\npart to the Exchange Agent, to determine whether Forms of Election have been\nproperly completed, signed and submitted or revoked and to disregard immaterial\ndefects in Forms of Election. The good faith decision of Parent (or the Exchange\nAgent) in such matters shall be conclusive and binding. Neither Parent nor the\nExchange Agent will be under any obligation to notify any Person of any defect\nin a Form of Election submitted to the Exchange Agent. Any Form of Election may\nbe changed or revoked prior to the Election Deadline. In the event a Form of\nElection is revoked prior to the Election Deadline, Parent shall, or shall cause\nthe Exchange Agent to, if applicable, cause the certificates representing the\nshares of the U S WEST Common Stock or U S WEST Rights covered by such Form of\nElection to be promptly returned without charge to the Person submitting the\nForm of Election upon written request to that effect from such Person. For\npurposes hereof, if a holder of U S WEST Common Stock or U S WEST Rights does\nnot submit a Form of Election which is received by the Exchange Agent prior to\nthe Election Deadline (including a holder who submits and then revokes his or\nher Form of Election and does not resubmit a Form of Election which is timely\nreceived by the Exchange Agent), if a holder of U S WEST Common Stock submits a\nForm of Election without the corresponding certificates or a Guarantee of\nDelivery or if the Exchange Agent cannot reasonably determine the election\npreference of a holder of U S WEST Common Stock or U S WEST Rights submitting a\nForm of Election, then such holder shall be deemed to have elected shares of\nParent Class A Common Stock and shares of Parent Class B Common Stock in the\nsame proportion as the holders of U S WEST Common Stock who actually made (and\nwere not merely deemed to have made) elections pursuant to Section 2.2(c), and\nthis Section 2.4.\n\n                  (d) Subject to the terms and conditions hereof, Parent shall\ncause the Exchange Agent to effect the exchange of U S WEST Common Stock for the\nParent Class B Common Stock and Parent Class A Common Stock in accordance with\nthe provisions of this Article II. From time to time after the Effective Time,\nParent shall deposit, or cause to be deposited, with the Exchange Agent\ncertificates representing Parent Class A Common Stock and Parent Class B Common\nStock for conversion of U S WEST Common Stock in accordance with the provisions\nof Section 2.2 hereof (such certificates, together with any dividends or\ndistributions with respect thereto, being herein referred to as the \"U S WEST\nExchange Fund\"). Commencing immediately after the Effective Time and until the\nappointment of the Exchange Agent shall be terminated, each holder of a\ncertificate or certificates theretofore representing \n\n                                     -12-\n\n \nU S WEST Common Stock may surrender the same to the Exchange Agent, and, after\nthe appointment of the Exchange Agent shall be terminated, any such holder may\nsurrender any such certificate to Parent. Such holder shall be entitled upon\nsuch surrender to receive in exchange therefor a certificate or certificates\nrepresenting the number of full shares of Parent Class A Common Stock and Parent\nClass B Common Stock into which the U S WEST Common Stock theretofore\nrepresented by the certificate or certificates so surrendered shall have been\nconverted in accordance with the provisions of Sections 2.2 and 2.4 hereof,\ntogether with a cash payment in lieu of fractional shares, if any, in accordance\nwith Section 2.6 hereof, and all such shares of Parent Class A Common Stock and\nParent Class B Common Stock so issued shall be deemed to have been issued at the\nEffective Time. Until so surrendered and exchanged, each outstanding certificate\nwhich, prior to the Effective Time, represented issued and outstanding U S WEST\nCommon Stock shall be deemed for all corporate purposes of Parent, other than\nthe payment of dividends and other distributions, if any, to evidence ownership\nof the number of full shares of Parent Class A Common Stock and Parent Class B\nCommon Stock into which the U S WEST Common Stock theretofore represented\nthereby shall have been converted at the Effective Time. Unless and until any\nsuch certificate theretofore representing U S WEST Common Stock is so\nsurrendered, no dividend or other distribution, if any, payable to the holders\nof record of Parent Class A Common Stock and Parent Class B Common Stock as of\nany date subsequent to the Effective Time shall be paid to the holder of such\ncertificate in respect thereof. Upon the surrender of any such certificate\ntheretofore representing U S WEST Common Stock, however, the record holder of\nthe certificate or certificates representing shares of Parent Class A Common\nStock and Parent Class B Common Stock issued in exchange therefor shall receive\nfrom the Exchange Agent, or from Parent, as the case may be, payment of the\namount of dividends and other distributions, if any, which as of any date\nsubsequent to the Effective Time and until such surrender shall have become\npayable with respect to such number of shares of Parent Class A Common Stock and\nParent Class B Common Stock (\"Pre-Surrender U S WEST Dividends\"). No interest\nshall be payable with respect to the payment of Pre-Surrender U S WEST Dividends\nupon the surrender of certificates theretofore representing U S WEST Common\nStock. After the appointment of the Exchange Agent shall have been terminated,\nany holders of certificates representing U S WEST Common Stock which have not\nreceived payment of Pre-Surrender Dividends shall look only to Parent for\npayment thereof. Notwithstanding the foregoing provisions of this Section\n2.4(d), neither the Exchange Agent nor any Party shall be liable to a holder of\nU S WEST Common Stock for any Parent Class A Common Stock and Parent Class B\nCommon Stock, any dividends or distributions thereon or any cash payment for\nfractional shares as contemplated by Section 2.6 delivered to a public official\npursuant to any applicable abandoned property, or escheat or similar law.\n\n                  (e) Notwithstanding anything herein to the contrary,\ncertificates surrendered for exchange by any affiliate of Global or U S WEST\nshall not be exchanged until Parent shall have received a signed agreement from\nsuch affiliate as provided in Section 7.14 hereof.\n\n                  (f) Any portion of the Global Exchange Fund and U S WEST\nExchange Fund which remains undistributed for six (6) months after the Effective\nTime shall be delivered to Parent, upon demand, and any holders of Global Common\nStock and U S WEST Common Stock who have not theretofore complied with the\nprovisions of this Article II shall thereafter look only to Parent for\nsatisfaction of their claims for Parent Class A Common Stock or Parent Class B\n\n                                     -13-\n\n \nCommon Stock and any Pre-Surrender Global Dividends or Pre-Surrender U S WEST\nDividends.\n\n          Section 2.5 Transfer Books. (a) The stock transfer books of Global\nshall be closed at the Effective Time and no transfer of any Global Common Stock\nwill thereafter be recorded on any of such stock transfer books. In the event of\na transfer of ownership of Global Common Stock that is not registered in the\nstock transfer records of Global at the Effective Time, a certificate or\ncertificates representing the number of full shares of Parent Class A Common\nStock and Parent Class B Common Stock into which such Global Common Stock shall\nhave been converted shall be issued to the transferee and a cash payment in the\namount of Pre-Surrender Global Dividends, if any, in accordance with Section\n2.4(b) hereof, if the certificate or certificates representing such Global\nCommon Stock is or are surrendered as provided in Section 2.4 hereof,\naccompanied by all documents required to evidence and effect such transfer and\nby evidence of payment of any applicable stock transfer tax.\n\n                  (b) The stock transfer books of U S WEST shall be closed at\nthe Effective Time and no transfer of any U S WEST Common Stock will thereafter\nbe recorded on any of such stock transfer books. In the event of a transfer of\nownership of U S WEST Common Stock that is not registered in the stock transfer\nrecords of U S WEST at the Effective Time, a certificate or certificates\nrepresenting the number of full shares of Parent Class A Common Stock and Parent\nClass B Common Stock into which such U S WEST Common Stock shall have been\nconverted shall be issued to the transferee and a cash payment in the amount of\nPre-Surrender U S WEST Dividends, if any, in accordance with Section 2.4(d)\nhereof, if the certificate or certificates representing such U S WEST Common\nStock is or are surrendered as provided in Section 2.4 hereof, accompanied by\nall documents required to evidence and effect such transfer and by evidence of\npayment of any applicable stock transfer tax.\n\n          Section 2.6 No Fractional Share Certificates. (a) No scrip or\nfractional share certificate for Parent Class A Common Stock or Parent Class B\nCommon Stock will be issued upon the surrender for exchange of certificates\nevidencing Global Common Stock or U S West Common Stock or upon exercise of\nGlobal Rights or U S WEST Rights, and an outstanding fractional share interest\nwill not entitle the owner thereof to vote, to receive dividends or to any\nrights of a stockholder of Parent or of a Surviving Corporation with respect to\nsuch fractional share interest.\n\n                  (b) As promptly as practicable following the Effective Time,\nthe Exchange Agent shall determine the excess of (i) the number of full shares\nof Parent Class A Common Stock and Parent Class B Common Stock to be issued and\ndelivered to the Exchange Agent pursuant to Section 2.4 hereof, over (ii) the\naggregate number of full shares of Parent Class A Common Stock and Parent Class\nB Common Stock to be distributed to holders of Global Common Stock and U S WEST\nCommon Stock pursuant to Section 2.4 hereof (such excess being herein called the\n\"Excess Shares\"). Following the Effective Time, the Exchange Agent, as agent for\nthe holders of Global Common Stock and U S WEST Common Stock, shall sell the\nExcess Shares at then prevailing prices on the NYSE or the Nasdaq National\nMarket (\"Nasdaq\"), all in the manner provided in Section 2.6(c).\n\n                                     -14-\n\n \n                  (c) The sale of the Excess Shares by the Exchange Agent shall\nbe executed on the NYSE or Nasdaq and shall be executed in round lots to the\nextent practicable. The Exchange Agent shall use all reasonable efforts to\ncomplete the sale of the Excess Shares as promptly following the Effective Time\nas, in the Exchange Agent's reasonable judgment, is practicable consistent with\nobtaining the best execution of such sales in light of prevailing market\nconditions. Until the net proceeds of such sale or sales have been distributed\nto the holders of Global Common Stock and U S WEST Common Stock, the Exchange\nAgent will hold such proceeds in trust for the holders of Global Common Stock\nand U S WEST Common Stock (the \"Common Shares Trust\"). The Exchange Agent shall\ndetermine the portion of the Common Shares Trust to which each holder of Global\nCommon Stock and U S West Common Stock shall be entitled, if any, by multiplying\n(i) the amount of the aggregate net proceeds comprising the Common Shares Trust\nresulting from the sale of shares of Parent Class B Common Stock by a fraction\nthe numerator of which is the amount of fractional Parent Class B Common Stock\ninterests to which such holder of Global Common Stock or U S WEST Common Stock\nis entitled (after taking into account all shares of Global Common Stock and\/or\nU S West Stock, as applicable, held at the Effective Time by such holder) and\nthe denominator of which is the aggregate amount of fractional Parent Class B\nCommon Shares interests to which all holders of Global Common Stock and U S West\nCommon Stock are entitled and (ii) the amount of the aggregate net proceeds\ncomprising the Common Shares Trust resulting from the sale of shares of Parent\nClass A Common Stock by a fraction the numerator of which is the amount of\nfractional Parent Class A Common Stock interests to which such holder of Global\nCommon Stock or U S WEST Common Stock is entitled (after taking into account all\nshares of Global Common Stock and\/or U S West Stock, as applicable, held at the\nEffective Time by such holder) and the denominator of which is the aggregate\namount of fractional Parent Class A Common Shares interests to which all holders\nof Global Common Stock and U S West Common Stock are entitled.\n\n                  (d) Notwithstanding the provisions of subsections (b) and (c)\nof this Section 2.6, Parent may decide, at its option, exercised prior to the\nEffective Time, in lieu of the issuance and sale of Excess Shares and the making\nof the payments contemplated in such subsections, that Parent shall pay to the\nExchange Agent an amount sufficient for the Exchange Agent to pay each holder of\nGlobal Common Stock and U S WEST Common Stock the amount such holder would have\nreceived pursuant to Section 2.6(c) assuming that the sales of Parent Class A\nCommon Stock and Parent Class B Common Stock were made at a price equal to the\naverage of the closing prices of the Parent Class A Common Stock or Parent Class\nB Common Stock, as applicable, on the New York Stock Exchange or on Nasdaq, as\napplicable, for the ten consecutive trading days immediately following the\nEffective Time and, in such case, all references herein to the cash proceeds of\nthe sale of the Excess Shares and similar references shall be deemed to mean and\nrefer to the payments calculated as set forth in this subsection (d). In such\nevent, Excess Shares shall not be issued or otherwise transferred to the\nExchange Agent pursuant to Section 2.4(b) or 2.4(d) hereof.\n\n                  (e) As soon as practicable after the determination of the\namount of cash, if any, to be paid to holders of Global Common Stock and U S\nWEST Common Stock with respect to any fractional share interests, the Exchange\nAgent shall make available such amounts, net of any required withholding and net\nof fees and expenses, to such holders of Global Common Stock and U S WEST Common\nStock, subject to and in accordance with the terms of Section 2.4 hereof.\n\n                                     -15-\n\n \n                  (f) Following the Effective Time, upon the exercise of any\nGlobal Right or U S WEST Right entitling the holder thereof to purchase a\nfractional share of Parent Class A Common Stock or Parent Class B Common Stock,\nParent will, in lieu of issuing a fractional share Certificate therefor, pay to\nsuch holder the value of such fractional interest as determined based on the\nclosing price on the trading day immediately preceding the date of exercise of a\nshare of Parent Class B Common Stock or Parent Class A Common Stock, as\napplicable, on the New York Stock Exchange, Nasdaq or such other principal\nsecurity exchange on which the Parent Class A Common Stock and Parent Class B\nCommon Stock shall then be trading, or, if not so traded, based on such price as\nshall be determined by, or pursuant to authority delegated by, the Board of\nDirectors of Parent.\n\n          Section 2.7 Certain Adjustments. (a) If between the date hereof and\nthe Effective Time, the outstanding shares of Global Common Stock shall be\nchanged into a different number of shares by reason of any reclassification,\nrecapitalization, split-up, combination or exchange of shares, or any dividend\npayable in stock or other securities shall be declared thereon with a record\ndate within such period, then the Conversion Ratio shall be adjusted accordingly\nto provide to the holders of Global Common Stock the same economic effect as\ncontemplated by this Agreement prior to such reclassification, recapitalization,\nsplit-up, combination, exchange or dividend.\n\n                  (b) If between the date hereof and the Effective Time, the\noutstanding shares of U S WEST Common Stock shall be changed into a different\nnumber of shares by reason of any reclassification, recapitalization, split-up,\ncombination or exchange of shares, or any dividend payable in stock or other\nsecurities shall be declared thereon with a record date within such period, then\nthe Conversion Ratio shall be adjusted accordingly to provide to the holders of\nU S WEST Common Stock the same economic effect as contemplated by this Agreement\nprior to such reclassification, recapitalization, split-up, combination,\nexchange or dividend.\n\n                                  ARTICLE III\n\n                            [INTENTIONALLY OMITTED]\n\n\n                                  ARTICLE IV\n\n                   REPRESENTATIONS AND WARRANTIES OF GLOBAL\n\n                  Global hereby represents and warrants as of the date hereof to\nU S WEST as follows:\n\n          Section 4.1 Organization and Qualification; Subsidiaries. Global and\neach of its Significant Subsidiaries is a corporation duly organized, validly\nexisting and in good standing under the laws of its jurisdiction of\nincorporation or organization. Each of the Global Subsidiaries which is not a\nSignificant Subsidiary is duly organized, validly existing and in good standing\nunder the laws of its jurisdiction of incorporation or organization, except for\nsuch failure which, when taken together with all other such failures, would not\nreasonably be expected to have a Material Adverse Effect on Global. Each of\nGlobal and its Subsidiaries has the requisite corporate power and authority and\nany necessary Permit to own, operate or lease the properties that it purports to\nown, operate or lease and to carry on its business as it is now being \n\n                                     -16-\n\n \nconducted, and is duly qualified as a foreign corporation to do business, and is\nin good standing, in each jurisdiction where the character of its properties\nowned, operated or leased or the nature of its activities makes such\nqualification necessary, except for such failure which, when taken together with\nall other such failures, would not reasonably be expected to have a Material\nAdverse Effect on Global.\n\n          Section 4.2  Certificate of Incorporation and Byelaws. Global has\nheretofore furnished, or otherwise made available, to U S WEST a complete and\ncorrect copy of the Certificate of Incorporation and the Byelaws, each as\namended to the date hereof, of Global and each of its Significant Subsidiaries.\nSuch Certificates of Incorporation and Byelaws are in full force and effect.\nNeither Global nor any of its Significant Subsidiaries is in violation of any of\nthe provisions of its respective Certificate of Incorporation or, in any\nmaterial respect, its Byelaws.\n\n          Section 4.3  Capitalization. (a) The authorized capital stock of\nGlobal consists solely of 600,000,000 shares of Global Common Stock, of which,\nas of May 13, 1999, (i) 413,901,537 shares were issued and outstanding, (ii)\n22,033,758 shares were held in the treasury of Global, (iii) 33,382,907 shares\nwere issuable upon the exercise of options outstanding under the Global option\nplans listed on Schedule 4.3 hereto, and (iv) (A) 12,500,012 shares were\nissuable upon the exercise of warrants expiring August 13, 2003, exercisable at\n$9.50 per share of Global Common Stock, and (B) 5,108,358 shares were issuable\nupon the exercise of warrants expiring August 13, 2008, exercisable at $9.50 per\nshare of Global Common Stock (collectively, the \"Global Warrants\"). Except as\nset forth on Schedule 4.3 or in connection with the transactions contemplated by\nthe Frontier Merger Agreement or, after the date hereof, as permitted by Section\n6.2 hereof, (i) since May 13, 1999, no shares of Global Common Stock have been\nissued, except upon the exercise of options and warrants described in the\nimmediately preceding sentence, and (ii) there are no outstanding Global Equity\nRights. For purposes of this Agreement, Global Equity Rights shall mean\nsubscriptions, options, warrants, calls, commitments, agreements, conversion\nrights or other rights of any character (contingent or otherwise) to purchase or\notherwise acquire from Global or any of Global's Subsidiaries at any time, or\nupon the happening of any stated event, any shares of the capital stock or other\nvoting or non-voting securities of Global (\"Global Equity Rights\"). Schedule 4.3\nhereto sets forth a complete and accurate list of all outstanding Global Equity\nRights as of May 13, 1999. Since May 13, 1999, no Global Equity Rights have been\nissued except as set forth on Schedule 4.3 or in connection with the\ntransactions contemplated by the Frontier Merger Agreement or, after the date\nhereof, as permitted by Section 6.2 hereof.\n\n          (b)  Except as set forth on Schedule 4.3, or, after the date hereof,\nas permitted by Section 6.2 hereof, there are no outstanding obligations of\nGlobal or any of Global's Subsidiaries to repurchase, redeem or otherwise\nacquire any shares of capital stock of Global.\n\n          (c)  All of the issued and outstanding shares of Global Common Stock\nare validly issued, fully paid and nonassessable.\n\n          (d) Except as disclosed on Schedule 4.1 hereto, all the outstanding\ncapital stock of each of Global's Significant Subsidiaries which is owned by\nGlobal is duly authorized, validly issued, fully paid and nonassessable, and is\nowned by Global free and clear of any liens, security \n\n                                     -17-\n\n \ninterest, pledges, agreements, claims, charges or encumbrances except for any\nliens, security interest, pledges, agreements, claims, charges or encumbrances\nwhich are granted to secure indebtedness permitted by Section 6.2. Except as\nhereafter issued or entered into in accordance with Section 6.2 hereof, there\nare no existing subscriptions, options, warrants, calls, commitments,\nagreements, conversion rights or other rights of any character (contingent or\notherwise) to purchase or otherwise acquire from Global or any of Global's\nSubsidiaries at any time, or upon the happening of any stated event, any shares\nof the capital stock or other voting or non-voting securities of any Global\nSubsidiary, whether or not presently issued or outstanding (except for rights of\nfirst refusal to purchase interests in Subsidiaries which are not wholly-owned\nby Global), and there are no outstanding obligations of Global or any of\nGlobal's Subsidiaries to repurchase, redeem or otherwise acquire any shares of\ncapital stock or other voting or non-voting securities of any of Global's\nSubsidiaries, other than such as would not, individually or in the aggregate,\nhave a Material Adverse Effect on Global. Except for (i) its Subsidiaries, (ii)\nimmaterial amounts of equity securities, (iii) investments of Persons in which\nGlobal has less than a five percent (5%) interest, and (iv) equity interests\ndisclosed on Schedule 4.3 hereto or hereafter acquired as permitted under\nSection 6.2 hereof, Global does not directly or indirectly own any equity\ninterest in any other Person.\n\n          (e)    No bonds, debentures, notes or other indebtedness of Global\nhaving the right to vote on any matters on which shareholders may vote are\nissued or outstanding except for any securities issued after the date hereof in\naccordance with Section 6.2.\n\n          Section 4.4 Authority Relative to this Agreement. Global has the\nnecessary corporate power and authority to enter into this Agreement and,\nsubject to obtaining any necessary stockholder approval of the Global Merger and\nthis Agreement, to carry out its obligations hereunder. The execution and\ndelivery of this Agreement by Global and the consummation by Global of the\ntransactions contemplated hereby have been duly authorized by all necessary\ncorporate action on the part of Global, subject to the approval of this\nAgreement by Global's stockholders required by Bermuda Law. This Agreement has\nbeen duly executed and delivered by Global and, assuming the due authorization,\nexecution and delivery thereof by the other Parties, constitutes a legal, valid\nand binding obligation of Global, enforceable against it in accordance with its\nterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium\nor other laws relating to or affecting the rights and remedies of creditors\ngenerally and to general principles of equity (regardless of whether considered\nin a proceeding in equity or at law).\n\n          Section 4.5 No Conflict; Required Filings and Consents. (a) Except as\ndescribed in subsection (b) below, the execution and delivery of this Agreement\nby Global does not, and the performance of this Agreement by Global will not,\n(i) violate or conflict with the Certificate of Incorporation or Byelaws of\nGlobal, (ii) conflict with or violate any law, regulation, court order, judgment\nor decree applicable to Global or any of its Significant Subsidiaries or by\nwhich any of their respective property is bound or affected, (iii) violate or\nconflict with the Certificate of Incorporation or Byelaws of any of Global's\nSubsidiaries, or (iv) result in any breach of or constitute a default (or an\nevent which with notice or lapse of time or both would become a default) under,\nor give to others any rights of termination or cancellation of, or result in the\ncreation of a lien or encumbrance on any of the properties or assets of Global\nor any of its Subsidiaries pursuant to, result in the loss of any material\nbenefit under, or require \n\n                                     -18-\n\n \nthe consent of any other party to, any contract, instrument, Permit, license or\nfranchise to which Global or any of its Significant Subsidiaries is a party or\nby which Global, any of such Subsidiaries or any of their respective property is\nbound or affected, except, in the case of clauses (ii), (iii), and (iv) above,\nfor conflicts, violations, breaches, defaults, rights, results or consents\nwhich, individually or in the aggregate, would not have a Material Adverse\nEffect on Global.\n\n          (b) Except for applicable requirements, if any, of state, District of\nColumbia, or foreign regulatory laws and commissions, the Federal Communications\nCommission, the Exchange Act, the premerger notification requirements of the HSR\nAct, filing and recordation of appropriate Mergers or other documents as\nrequired by Delaware Law and Bermuda Law and any filings required pursuant to\nany state securities or \"blue sky\" laws or the rules of any applicable stock\nexchanges, neither Global nor any of its Significant Subsidiaries is required to\nsubmit any notice, report or other filing with any Governmental or Regulatory\nAuthority in connection with the execution, delivery or performance of this\nAgreement. Except as set forth in the immediately preceding sentence, no waiver,\nconsent, approval or authorization of any Governmental or Regulatory Authority\nis required to be obtained by Global or any of its Significant Subsidiaries in\nconnection with its execution, delivery or performance of this Agreement.\n\n          Section 4.6 SEC Filings; Financial Statements. (a) Global has filed\nall forms, reports and documents required to be filed with the Securities and\nExchange Commission (the \"SEC\") since January 1, 1998, and has heretofore\ndelivered or made available to U S WEST, in the form filed with the SEC,\ntogether with any amendments thereto, its (i) Annual Report on Form 10-K for the\nfiscal year ended December 31, 1998, (ii) all proxy statements relating to\nGlobal's meetings of stockholders (whether annual or special) held since January\n1, 1998, (iii) Quarterly Reports on Form 10-Q for the fiscal quarters ended\nMarch 31, June 30 and September 30, 1998, and (iv) all other reports or\nregistration statements filed by Global with the SEC since January 1, 1998\n(collectively, the \"Global SEC Reports\"). The Global SEC Reports (i) were\nprepared substantially in accordance with the requirements of the Securities Act\nor the Exchange Act (as defined in Article X hereof), as the case may be, and\nthe rules and regulations promulgated under each of such respective acts, and\n(ii) did not at the time they were filed contain any untrue statement of a\nmaterial fact or omit to state a material fact required to be stated therein or\nnecessary in order to make the statements therein, in the light of the\ncircumstances under which they were made, not misleading.\n\n          (b) The financial statements, including all related notes and\nschedules, contained in the Global SEC Reports (or incorporated by reference\ntherein) fairly present the consolidated financial position of Global and its\nSubsidiaries as at the respective dates thereof and the consolidated results of\noperations and cash flows of Global and its Subsidiaries for the periods\nindicated in accordance with GAAP applied on a consistent basis throughout the\nperiods involved (except for changes in accounting principles disclosed in the\nnotes thereto) and subject in the case of interim financial statements to normal\nyear-end adjustments.\n\n          Section 4.7 Absence of Certain Changes or Events. Except as disclosed\nin the Global SEC Reports filed prior to the date hereof and on Schedule 4.7,\nsince December 31, 1998, and except as permitted by this Agreement or consented\nto hereunder, Global and its \n\n                                     -19-\n\n \nSubsidiaries have not incurred any material liability, except in the ordinary\ncourse of their businesses consistent with their past practices, and there has\nnot been any change, or any event involving a prospective change, in the\nbusiness, financial condition or results of operations of Global or any of its\nSubsidiaries which has had, or is reasonably likely to have, a Material Adverse\nEffect on Global, and Global and its Subsidiaries have conducted their\nrespective businesses in the ordinary course consistent with their past\npractices.\n\n          Section 4.8 Litigation. There are no claims, actions, suits,\nproceedings or investigations pending or, to Global's Knowledge, threatened\nagainst Global or any of its Subsidiaries, or any properties or rights of Global\nor any of its Subsidiaries, before any Governmental or Regulatory Authority as\nto which there is a reasonable likelihood of an adverse judgment or\ndetermination against Global or any of its Subsidiaries, except for those that\nare not, individually or in the aggregate, reasonably likely to have a Material\nAdverse Effect on Global or prevent, or materially delay the ability of Global\nto consummate the transactions contemplated by this Agreement. With respect to\ntax matters, litigation shall not be deemed threatened unless a tax authority\nhas delivered a written notice of deficiency to Global or any of its\nSubsidiaries.\n\n          Section 4.9 No Violation of Law; Permits. The business of Global and\nits Subsidiaries is not being conducted in violation of any statute, law,\nordinance, regulation, judgment, order or decree of any Governmental or\nRegulatory Authority (including, without limitation, any stock exchange or other\nself-regulatory body) (\"Legal Requirements\"), or in violation of any permits,\nfranchises, licenses, privileges, immunities, approvals, certificates, orders,\nauthorizations or consents that are granted by any Governmental or Regulatory\nAuthority (including, without limitation, any stock exchange or other\nself-regulatory body) (\"Permits\"), except for possible violations none of which,\nindividually or in the aggregate, would reasonably be expected to have a\nMaterial Adverse Effect on Global. Except as disclosed in Global SEC Reports and\nas set forth on Schedule 4.9 hereto, no investigation, review or proceeding by\nany Governmental or Regulatory Authority (including, without limitation, any\nstock exchange or other self-regulatory body) with respect to Global or its\nSubsidiaries in relation to any alleged violation of law or regulation is\npending or, to Global's Knowledge, threatened, nor has any Governmental or\nRegulatory Authority (including, without limitation, any stock exchange or other\nself-regulatory body) indicated an intention to conduct the same, except for\nsuch investigations which, if they resulted in adverse findings, would not\nreasonably be expected to have, individually or in the aggregate, a Material\nAdverse Effect on Global. Except as set forth in the Global SEC Reports and on\nSchedule 4.9 hereto, neither Global nor any of its Subsidiaries is subject to\nany cease and desist or other order, judgment, injunction or decree issued by,\nor is a party to any written agreement, consent agreement or memorandum of\nunderstanding with, or is a party to any commitment letter or similar\nundertaking to, or is subject to any order or directive by, or has adopted any\nboard resolutions at the request of, any Governmental or Regulatory Authority\nthat materially restricts the conduct of its business or which would reasonably\nbe expected to have a Material Adverse Effect on Global, nor has Global or any\nof its Subsidiaries been advised that any Governmental or Regulatory Authority\nis considering issuing or requesting any of the foregoing. None of the\nrepresentations and warranties made in this Section 4.9 are being made with\nrespect to Environmental Laws.\n\n          Section 4.10 Joint Proxy Statement. None of the information supplied\nor to be supplied by or on behalf of Global for inclusion or incorporation by\nreference in the registration \n\n                                     -20-\n\n \nstatement to be filed with the SEC by Parent in connection with the issuance of\nshares of Parent Class A Common Stock and Parent Class B Common Stock in the\nMergers (the \"Registration Statement\") will, at the time the Registration\nStatement becomes effective under the Securities Act, contain any untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary to make the statements therein, in light of the\ncircumstances under which they were made, not misleading. None of the\ninformation supplied or to be supplied by or on behalf of Global for inclusion\nor incorporation by reference in the joint proxy statement, in definitive form,\nrelating to the meetings of Global and U S WEST stockholders to be held in\nconnection with the Mergers, or in the related proxy and notice of meeting, or\nsoliciting material used in connection therewith (referred to herein\ncollectively as the \"Joint Proxy Statement\") will, at the dates mailed to\nstockholders and at the times of the Global stockholders' meeting and the U S\nWEST stockholders' meeting, contain any untrue statement of a material fact or\nomit to state any material fact required to be stated therein or necessary in\norder to make the statements therein, in light of the circumstances under which\nthey are made, not misleading. The Registration Statement and the Joint Proxy\nStatement (except for information relating solely to U S WEST) will comply as to\nform in all material respects with the provisions of the Securities Act and the\nExchange Act and the rules and regulations promulgated thereunder.\n\n          Section 4.11 Employee Matters; ERISA.  Except as set forth on Schedule\n4.11:\n\n\n          (a) Schedule 4.11 contains a true and complete list of all employee\nbenefit plans covering present or former employees or directors of Global and of\neach of its Subsidiaries or their beneficiaries, or providing benefits to such\npersons in respect of services provided to any such entity, or with respect to\nwhich Global or any of its Subsidiaries has, or has had, an obligation to\ncontribute or any other liability, including, but not limited to, any employee\nbenefit plans within the meaning of Section 3(3) of the Employee Retirement\nIncome Security Act of 1974, as amended (\"ERISA\"), any deferred compensation,\nbonus, stock option, restricted stock, incentive, profit sharing, retirement,\nsavings, medical, health, life insurance, disability, sick leave, cafeteria or\nflexible spending, vacation, unemployment compensation, severance or change in\ncontrol agreements, arrangements, programs, policies or plans and any other\nbenefit arrangements or payroll practice (collectively, the \"Global Benefit\nPlans\"), whether funded or unfunded, insured or uninsured, written or unwritten.\n\n          (b) All contributions and other payments required to be made by Global\nor any of its Subsidiaries to or under any Global Benefit Plan (or to any person\npursuant to the terms thereof) have been made or the amount of such payment or\ncontribution obligation has been reflected in the Global Financial Statements.\n\n          (c) Each of the Global Benefit Plans intended to be \"qualified\" within\nthe meaning of Section 401(a) of the Code has been determined by the Internal\nRevenue Service (the \"IRS\") to be so qualified, and, to Global's Knowledge, no\ncircumstances exist that could reasonably be expected by Global to adversely\naffect such qualification. Global is in compliance in all material respects\nwith, and each of the Global Benefit Plans complies in form with, and is and has\nbeen operated in all material respects in compliance with, all applicable Legal\nRequirements, including, without limitation, ERISA and the Code. No assets of\nGlobal or any of its Subsidiaries are subject to liens arising under ERISA or\nthe Code on account of any Global \n\n                                     -21-\n\n \nBenefit Plan, neither Global nor any of its Subsidiaries has been required to\nprovide any security under Sections 401(a)(29) or 412(f) of the Code, or under\nSection 307 of ERISA, and no event has occurred that could give rise to any such\nlien or a requirement to provide such security.\n\n          (d) With respect to the Global Benefit Plans, individually and in the\naggregate, no event has occurred and, to Global's Knowledge, there does not now\nexist any condition or set of circumstances, that could subject Global or any of\nits Subsidiaries to any material liability arising under the Code, ERISA or any\nother applicable Legal Requirements (including, without limitation, any\nliability to any such plan or the Pension Benefit Guaranty Corporation (the\n\"PBGC\")), or under any indemnity agreement to which Global or any of its\nSubsidiaries is a party, excluding liability for benefit claims and funding\nobligations payable in the ordinary course. No Global Benefit Plan subject to\nTitle IV of ERISA has terminated, nor has a \"reportable event\" (within the\nmeaning of Section 4043 of ERISA) occurred with respect to any such plan (other\nthan such events with respect to which the reporting requirement has been waived\nby regulation).\n\n          (e) None of the Global Benefit Plans that are \"welfare plans\" within\nthe meaning of Section 3(1) of ERISA (i) provide for any post-employment or\nretiree benefits other than continuation coverage required to be provided under\nSection 4980B of the Code, Part 6 of Title I of ERISA, or applicable state law,\nor (ii) has provided any disqualified benefit, within the meaning of Section\n4976 of the Code, with respect to which an excise tax has been, or could be,\nimposed.\n\n          (f) Global has made available to U S WEST a true and correct copy of\neach current or last, in the case where there is no current, expired, collective\nbargaining agreement to which Global or any of its Subsidiaries is a party or\nunder which Global or any of its Subsidiaries has obligations and copies of the\nfollowing documents with respect to each Global Benefit Plan, where applicable;\n(i) all plan documents governing such plan and the most recent summary plan\ndescription furnished to employees, (ii) the three (3) most recent annual\nreports filed with the IRS, (Form 5500-series), including all schedules and\nattachments thereto, (iii) each related trust agreement or other funding\narrangement (including all amendments to each such agreement), (iv) the most\nrecent determination of the IRS with respect to the qualified status of such\nGlobal Benefit Plan, and any currently-pending application for such a letter,\n(v) the most recent actuarial report or valuation, and (vi) written descriptions\nof unwritten Global Benefit Plans.\n\n          (g) Except as set forth on Schedule 4.11 hereto as made available to U\nS WEST prior to the date hereof, (i) the consummation or announcement of any\ntransaction contemplated by this Agreement will not (either alone or upon the\noccurrence of any additional or further acts or events) result in any (A)\npayment (whether of severance pay or otherwise) becoming due from Global or any\nof its Subsidiaries to any officer, employee, former employee or director\nthereof or to the trustee under any \"rabbi trust\" or similar arrangement, (B)\nbenefit under any Global Benefit Plan being established or becoming accelerated,\nvested or payable, or (C) \"reportable event\" (as defined in Section 4043 of\nERISA) with respect to a Global Benefit Plan subject to Title IV of ERISA, and\n(ii) neither Global nor any of its Subsidiaries is a party to (A) any\nmanagement, employment, deferred compensation, severance (including any payment,\nright or benefit resulting from a change in control), bonus or other contract\nfor personal services with any current or former officer, director or employee\n(whether or not characterized as a plan for \n\n                                     -22-\n\n \npurposes of ERISA), (B) any consulting contract with any person who prior to\nentering into such contract was a director or officer of Global or any of its\nSubsidiaries, or (C) any plan, agreement, arrangement or understanding similar\nto any of the items described in clause (ii)(A) or (B) of this sentence.\n\n          (h) The consummation or announcement of any transaction contemplated\nby this Agreement will not (either alone or upon the occurrence of any\nadditional or further acts or events) result in the disqualification of any of\nthe Global Benefit Plans intended to be qualified under, result in a prohibited\ntransaction or breach of fiduciary duty under, or otherwise violate, ERISA or\nthe Code.\n\n          (i) Neither Global nor any of its Subsidiaries nor any of their\ndirectors, officers, employees or agents, nor any \"party in interest\" or\n\"disqualified person\", as such terms are defined in Section 3 of ERISA and\nSection 4975 of the Code, with respect to any Global Benefit Plan, has engaged\nin or been a party to any \"prohibited transaction\", as such term is defined in\nSection 4975 of the Code or Section 406 of ERISA which is not otherwise exempt,\nwhich could result in the imposition of either a penalty assessed pursuant to\nSection 502(i) of ERISA or a tax imposed by Section 4975 of the Code upon Global\nor its Subsidiaries, or which could constitute a breach of fiduciary duty which\ncould result in liability on the part of Global or any of its Subsidiaries.\n\n          (j) No Global Benefit Plan has incurred any \"accumulated funding\ndeficiency\" (as defined in Section 412 of the Code or Part 3 of Title I of\nERISA), whether or not waived. Neither Global nor any of its Subsidiaries has\nincurred, and none of such entities reasonably expects to incur, any material\nliability to the PBGC with respect to any Global Benefit Plan. Neither Global\nnor any of its Subsidiaries is a party to, contributes to, or is required to\ncontribute to, and neither has incurred or reasonably expects to incur, any\nwithdrawal liability with respect to, any \"multiemployer plan\" (as defined in\nSection 3(37) of ERISA). No Global Benefit Plan is a \"multiple employer plan\",\nwithin the meaning of the Code or ERISA.\n\n          Section 4.12 Labor Matters.  Neither Global nor any of its\nSubsidiaries is the subject of nor is there pending or threatened, to Global's\nKnowledge, any material proceeding asserting that it or any of its Subsidiaries\nhas committed an unfair labor practice or seeking to compel it to bargain with\nany labor union or labor organization, except in each case as would not,\nindividually or in the aggregate, be reasonably likely to have a Material\nAdverse Effect on Global.\n\n          Section 4.13 Environmental Matters. Except for such matters that,\nindividually or in the aggregate, are not reasonably likely to have a Material\nAdverse Effect on Global, or would not otherwise require disclosure pursuant to\nthe Securities Act, (i) each of Global and its Subsidiaries has complied and is\nin compliance with all applicable Environmental Laws (as defined below); (ii)\nthe properties currently owned or operated by it or any of its Subsidiaries\n(including soils, groundwater, surface water, buildings or other structures) are\nnot contaminated with any Hazardous Substances (as defined below); (iii)\nHazardous Substances were not present, disposed, released or otherwise deposited\non, under, at or from the properties formerly owned or operated by it or any of\nits Subsidiaries during the period of ownership or operation by it or any of its\nSubsidiaries; (iv) neither it nor any of its Subsidiaries is subject to\n\n                                     -23-\n\n \nliability for any Hazardous Substance disposal or contamination on any third\nparty property; (v) neither it nor any of its Subsidiaries has been associated\nwith any release or threat of release of any Hazardous Substance; (vi) neither\nit nor any of its Subsidiaries has received any notice, demand, threat, letter,\nclaim or request for information alleging that it or any of its Subsidiaries may\nbe in violation of or liable under any Environmental Law (including any claims\nrelating to electromagnetic fields or microwave transmissions); (vii) neither it\nnor any of its Subsidiaries is subject to any orders, decrees, injunctions or\nother arrangements with any Governmental or Regulatory Entity or is subject to\nany indemnity or other agreement with any third party relating to liability\nunder any Environmental Law or relating to Hazardous Substances; and (viii)\nthere are no circumstances or conditions involving it or any of its Subsidiaries\nthat could reasonably be expected to result in any claims, liability,\ninvestigations, costs or restrictions on the ownership, use, or transfer of any\nof its properties pursuant to any Environmental Law.\n\n              As used herein and in Section 5.13, the term \"Environmental Law\"\nmeans any federal, state, local, foreign or other law (including common law),\nstatutes, ordinances or codes relating to: (A) the protection, investigation or\nrestoration of the environment, health, safety or natural resources, (B) the\nhandling, use, presence, disposal, release or threatened release of any\nHazardous Substance, or (C) noise, odor, wetlands, pollution, contamination or\nany injury or threat of injury to person or property in connection with any\nHazardous Substance.\n\n              As used herein and in Section 5.13, the term \"Hazardous\nSubstances \" means any substance that is: listed, classified or regulated\npursuant to any Environmental Law, including any petroleum product or by-\nproduct, asbestos-containing material, lead-containing paint or plumbing,\npolychlorinated biphenyls, radioactive materials or radon. \n\n\n              Section 4.14 Board Action; Vote Required. (a) The Board of\nDirectors of Global has unanimously determined that the transactions\ncontemplated by this Agreement are in the best interests of Global and its\nstockholders and has resolved to recommend to such stockholders that they vote\nin favor thereof.\n\n              (b)  The approval of the this Agreement by a majority of the votes\nentitled to be cast by all holders of Global Common Stock is the only vote of\nthe holders of any class or series of the capital stock of Global required to\napprove this Agreement, the Mergers and the other transactions contemplated\nhereby.\n\n              Section 4.15 Opinions of Financial Advisors. Global has received\nthe opinions of Salomon Smith Barney Inc. and Chase Securities, Inc. dated the\ndate hereof, to the effect that, as of such date, the Conversion Ratio is fair\nfrom a financial point of view to the holders of Global Common Stock.\n\n              Section 4.16 Brokers. Except for Salomon Smith Barney Inc. and\nChase Securities, Inc., the arrangements with which have been disclosed to U S\nWEST prior to the date hereof, who have been engaged by Global, no broker,\nfinder or investment banker is entitled to any brokerage, finder's, investment\nbanking or other fee or commission in connection with the transactions\ncontemplated by this Agreement based upon arrangements made by or on behalf of\nGlobal or any of its Subsidiaries.\n\n                                     -24-\n\n \n          Section 4.17 Tax Matters. Except as set forth on Schedule 4.17\nattached hereto and except to the extent that the failure of the following\nrepresentations to be true would not have a Material Adverse Effect on Global:\n\n          (a)    All Tax Returns required to be filed by Global or its\nSubsidiaries on or prior to the Effective Time have been or will be timely filed\nwith the appropriate Governmental or Regulatory Authorities and are or will be\ncorrect in all material respects, and all material taxes due by Global or its\nSubsidiaries on or prior to the Effective Time have been or will be timely paid;\n\n          (b)    All unpaid Taxes in respect of Global or its Subsidiaries with\nrespect to taxable periods ending on or prior to the Effective Time or with\nrespect to taxable periods that begin before the Effective Time and end after\nthe Effective Time, to the extent such Taxes are attributable to the portion of\nsuch period ending at the Effective Time, have been or will be adequately\nreflected as a liability on the books of Global or its Subsidiaries on or prior\nto the Effective Time;\n\n          (c)    There are no liens (except for statutory liens for current\nTaxes not yet due and payable) against any domestic or foreign assets of Global\nor any of its Subsidiaries resulting from any unpaid Taxes;\n\n          (d)    No audit or other proceeding with respect to Taxes due from\nGlobal or any of its Subsidiaries, or any Tax Return of Global or any of its\nSubsidiaries is pending, threatened in writing, or being conducted by any\nGovernmental or Regulatory Authority; and\n\n          (e)    No extension of the statute of limitations on the assessment of\nany Taxes has been granted by Global or any of its Subsidiaries and is currently\nin effect.\n\n          Section 4.18 Intellectual Property. Global and its Subsidiaries have\nall right, title and interest in, or a valid and binding license to use, all\nIntellectual Property (as defined below) that is individually or in the\naggregate material to the conduct of the businesses of Global and its\nSubsidiaries taken as a whole (\"Global Intellectual Property\"). Neither Global\nnor any Subsidiary of Global is or is alleged to be in default (or with the\ngiving of notice or lapse of time or both, would be in default) in any material\nrespect under any license to use Global Intellectual Property, such Intellectual\nProperty is not being infringed by any third party, and neither Global nor any\nSubsidiary of Global is infringing any Intellectual Property of any third party,\nexcept for such defaults and infringements which, individually or in the\naggregate, are not having and could not be reasonably expected to have a\nMaterial Adverse Effect on Global and its Subsidiaries, taken as a whole. Except\nas disclosed on Schedule 4.18, there are no (i) circumstances which, with the\ngiving of notice or the lapse of time, or both, or the failure of Global to act\nin a timely fashion, would cause the loss or materially impair the value or\nvalidity of any Global Intellectual Property, or (ii) notices of any material\nclaim of infringement with respect to any item of Global Intellectual Property,\nor notices of any contested patent or other contested item of Global\nIntellectual Property except for such circumstances or notices which would not\nhave a Material Adverse Effect on Global. Global and its Subsidiaries have taken\nall reasonable actions necessary to protect, maintain and safeguard the Global\nIntellectual Property, including without limitation the Global Intellectual\nProperty that is confidential in nature, and have executed all \n\n                                     -25-\n\n \nnecessary agreements in connection therewith except where failure to take such\nactions or execute such agreements would not have a Material Adverse Effect on\nGlobal. For purposes of this Agreement, \"Intellectual Property\" means patents\nand patent rights, trademarks and trademark rights, trade names and trade name\nrights, service marks and service mark rights, copyrights and copyright rights,\ntrade secret and related non-disclosure rights, and all other proprietary\nintellectual property, and all pending applications for and registrations of any\nof the foregoing.\n\n          Section 4.19 Insurance. Each of Global and each of its Significant\nSubsidiaries is insured with financially responsible insurers in such amounts\nand against such risks and losses as are customary for companies conducting the\nbusiness as conducted by Global and its Subsidiaries during such time period.\nSince January 1, 1998, neither Global nor any of its Subsidiaries has received\nnotice of cancellation or termination with respect to any material insurance\npolicy of Global or its Subsidiaries which has not been cured. The insurance\npolicies of Global and its Subsidiaries are valid and enforceable policies.\n\n          Section 4.20 Ownership of Securities. As of the date hereof, neither\nGlobal nor, to Global's Knowledge, any of its affiliates or associates (as such\nterms are defined under the Exchange Act), (a)(i) beneficially owns, directly or\nindirectly, or (ii) is party to any agreement, arrangement or understanding for\nthe purpose of acquiring, holding, voting or disposing of, in each case, shares\nof capital stock of U S WEST, which in the aggregate represent ten percent (10%)\nor more of the outstanding shares of U S WEST Common Stock (other than shares\nheld by Global Benefit Plans), nor (b) is an \"interested stockholder\" of U S\nWEST within the meaning of Section 203 of Delaware Law. Except as set forth on\nSchedule 4.20 hereto, Global owns no shares of U S WEST Common Stock described\nin the parenthetical clause of Section 2.2(b) hereof which would be canceled and\nretired without consideration pursuant to Section 2.3(a) hereof.\n\n          Section 4.21 Certain Contracts. All material contracts required to be\ndescribed in Item 601(b)(10) of Regulation S-K to which Global or its\nSubsidiaries is a party or may be bound have been filed as exhibits to, or\nincorporated by reference in, Global's Annual Report on Form 10-K for the year\nended December 31, 1998. All contracts, licenses, consents, royalty or other\nagreements which are material to Global and its Subsidiaries, taken as a whole,\nto which Global or any of its Subsidiaries is a party (the \"Global Contracts\")\nare valid and in full force and effect on the date hereof except to the extent\nthey have previously expired in accordance with their terms or to the extent\nthat such invalidity would not have a Material Adverse Effect on Global, and, to\nGlobal's Knowledge, neither Global nor any of its Subsidiaries has violated any\nprovision of, or committed or failed to perform any act which with or without\nnotice, lapse of time or both would constitute a default under the provisions\nof, any Global Contract, except for defaults which, individually and in the\naggregate, would not reasonably be expected to result in a Material Adverse\nEffect on Global.\n\n          Section 4.22 Licenses. Global and each of its Subsidiaries are the\nauthorized legal holders or otherwise have rights to all material Permits and\nlicenses and operating rights necessary for the operation of their businesses as\npresently operated (collectively, the \"Global Licenses\"). All Global Licenses\nwere duly obtained and are validly issued and in full force and effect. Global\nis in compliance in all respects with the Communications Act of 1934, as\n\n                                     -26-\n\n \namended, and the rules, regulations and policies of the FCC and all applicable\nGovernmental or Regulatory Authorities, except where such failure to comply\nwould not have a Material Adverse Effect on Global. There is not now pending\nand, to Global's Knowledge, there is not threatened in each case as of the date\nhereof, any action by or before the FCC or any Governmental or Regulatory\nAuthority to revoke, suspend, cancel, rescind or modify in any material respect\nany of the Global Licenses.\n\n          Section 4.23 Year 2000. Global has (i) initiated a review and\nassessment of all areas within its and each of its existing Subsidiaries'\nbusiness and operations that could be adversely affected by a failure of any of\nits Systems to be Year 2000 Compliant (as defined below), (ii) developed a plan\nand timeline for addressing Year 2000 compliance on a timely basis, and (iii) to\ndate, implemented that plan in accordance with that timetable. Subject to the\nqualification contained in the Global SEC Reports, based on the foregoing, to\nGlobal's Knowledge, all Systems that are material to its or any of its\nSubsidiaries' business or operations are reasonably expected on a timely basis\nto be Year 2000 Compliant.\n\n          Section 4.24 Foreign Corrupt Practices and International Trade\nSanctions. To Global's Knowledge, neither Global, nor any of its Subsidiaries,\nnor any of their respective directors, officers, agents, employees or any other\nPersons acting on their behalf has, in connection with the operation of their\nrespective businesses, (i) used any corporate or other funds for unlawful\ncontributions, payments, gifts or entertainment, or made any unlawful\nexpenditures relating to political activity to government officials, candidates\nor members of political parties or organizations, or established or maintained\nany unlawful or unrecorded funds in violation of Section 104 of the Foreign\nCorrupt Practices Act of 1977, as amended, or any other similar applicable\nforeign, federal or state law, (ii) paid, accepted or received any unlawful\ncontributions, payments, expenditures or gifts, or (iii) violated or operated in\nnon-compliance with any export restrictions, anti-boycott regulations, embargo\nregulations or other applicable domestic or foreign laws and regulations, except\nin each case where there would be no Material Adverse Effect on Global.\n\n\n                                   ARTICLE V\n\n                  REPRESENTATIONS AND WARRANTIES OF U S WEST\n\n                  U S WEST hereby represents and warrants as of the date hereof\nto Global as follows:\n\n          Section 5.1 Organization and Qualification; Subsidiaries. U S WEST and\neach of its Significant Subsidiaries, as listed on Schedule 5.1 hereto, is a\ncorporation duly organized, validly existing and in good standing under the laws\nof its jurisdiction of incorporation or organization. Each of the U S WEST\nSubsidiaries which is not a Significant Subsidiary is duly organized, validly\nexisting and in good standing under the laws of its jurisdiction of\nincorporation or organization, except for such failure which, when taken\ntogether with all other such failures, would not reasonably be expected to have\na Material Adverse Effect on U S WEST Each of U S WEST and its Subsidiaries has\nthe requisite corporate power and authority and any necessary Permit to own,\noperate or lease the properties that it purports to own, operate or lease and to\ncarry on its business as it is now being conducted, and is duly qualified as \n\n                                     -27-\n\n \na foreign corporation to do business, and is in good standing, in each\njurisdiction where the character of its properties owned, operated or leased or\nthe nature of its activities makes such qualification necessary, except for such\nfailure which, when taken together with all other such failures, would not\nreasonably be expected to have a Material Adverse Effect on U S WEST.\n\n          Section 5.2   Certificate of Incorporation and Bylaws. U S WEST has\nheretofore furnished, or otherwise made available, to Global a complete and\ncorrect copy of the Certificate of Incorporation and the Bylaws, each as amended\nto the date hereof, of U S WEST and each of its Significant Subsidiaries. Such\nCertificates of Incorporation and Bylaws are in full force and effect. Neither U\nS WEST nor any of its Significant Subsidiaries is in violation of any of the\nprovisions of its respective Certificate of Incorporation or, in any material\nrespect, its Bylaws.\n\n          Section 5.3   Capitalization. (a) The authorized capital stock of U S\nWEST consists solely of (i) 10,000,000 shares of Series A Junior Preferred\nStock, par value $1.00 per share, none of which are outstanding and none of\nwhich are reserved for issuance, (ii) 190,000,000 shares of Preferred Stock, par\nvalue $1.00 per share, none of which are outstanding and none of which are\nreserved for issuance, and (iii) 2,000,000,000 shares of U S WEST Common Stock,\nof which, as of May 14, 1999, 503,861,953 shares were issued and outstanding,\n304,003 shares were held in the treasury of U S WEST and 25,532,355 shares were\nissuable upon the exercise of options outstanding under the U S WEST option\nplans listed on Schedule 5.3 hereto. Except as set forth on Schedule 5.3 or as\npermitted by Section 6.2 hereof, (x) since May 14, 1999, no shares of U S WEST\nCommon Stock have been issued, except upon the exercise of options and rights\ndescribed in the immediately preceding sentence, and (y) there are no\noutstanding U S WEST Equity Rights. For purposes of this Agreement, U S WEST\nEquity Rights shall mean subscriptions, options, warrants, calls, commitments,\nagreements, conversion rights or other rights of any character (contingent or\notherwise) to purchase or otherwise acquire from U S WEST or any of U S WEST's\nSubsidiaries at any time, or upon the happening of any stated event, any shares\nof the capital stock or other voting or non-voting securities of U S WEST (\"U S\nWEST Equity Rights\"). Schedule 5.3 hereto sets forth a complete and accurate\nlist of all outstanding U S WEST Equity Rights as of May 14, 1999. Since May 14,\n1999, no U S WEST Equity Rights have been issued except as set forth on Schedule\n5.3 or, after the date hereof, as permitted by Section 6.2 hereof.\n\n          (b) Except as set forth on Schedule 5.3, or, after the date hereof, as\npermitted by Section 6.2 hereof, there are no outstanding obligations of U S\nWEST or any of U S WEST's Subsidiaries to repurchase, redeem or otherwise\nacquire any shares of capital stock of U S WEST.\n\n          (c) All of the issued and outstanding shares of U S WEST Common Stock\nare validly issued, fully paid and nonassessable.\n\n          (d) Except as disclosed on Schedule 5.1 hereto, all the outstanding\ncapital stock of each of U S WEST's Significant Subsidiaries which is owned by U\nS WEST is duly authorized, validly issued, fully paid and nonassessable, and is\nowned by U S WEST free and clear of any liens, security interests, pledges,\nagreements, claims, charges or encumbrances except for liens, security\ninterests, pledges, agreements, claims, charges or encumbrances which\n\n                                     -28-\n\n \nare granted to secure indebtedness permitted by Section 6.2. Except as set\nforth on Schedule 5.3, or hereafter issued or entered into in accordance with\nSection 6.2 hereof, there are no existing subscriptions, options, warrants,\ncalls, commitments, agreements, conversion rights or other rights of any\ncharacter (contingent or otherwise) to purchase or otherwise acquire from U S\nWEST or any of U S WEST's Subsidiaries at any time, or upon the happening of any\nstated event, any shares of the capital stock or other voting or non-voting\nsecurities of any U S WEST Subsidiary, whether or not presently issued or\noutstanding (except for rights of first refusal to purchase interests in\nSubsidiaries which are not wholly-owned by U S WEST), and there are no\noutstanding obligations of U S WEST or any of U S WEST's Subsidiaries to\nrepurchase, redeem or otherwise acquire any shares of capital stock or other\nvoting or non-voting securities of any of U S WEST's Subsidiaries, other than\nsuch as would not, individually or in the aggregate, have a Material Adverse\nEffect on U S WEST Except for (i) its Subsidiaries, (ii) immaterial amounts of\nequity securities, (iii) investments of Persons in which U S WEST has less than\na five percent (5%) interest, and (iv) equity interests disclosed on Schedule\n5.3 hereto or hereafter acquired as permitted under Section 6.2 hereof, U S WEST\ndoes not directly or indirectly own any equity interest in any other Person.\n\n         (e)  No bonds, debentures, notes or other indebtedness of U S WEST\nhaving the right to vote on any matters on which shareholders may vote are\nissued or outstanding except for any securities issued after the date hereof in\naccordance with Section 6.2.\n\n         Section 5.4 Authority Relative to this Agreement. U S WEST has the\nnecessary corporate power and authority to enter into this Agreement and,\nsubject to obtaining any necessary stockholder approval of the U S WEST Merger\nand this Agreement, to carry out its obligations hereunder. The execution and\ndelivery of this Agreement by U S WEST and the consummation by U S WEST of the\ntransactions contemplated hereby have been duly authorized by all necessary\ncorporate action on the part of U S WEST, subject to the approval of this\nAgreement by U S WEST's stockholders required by the rules of the NYSE and by\nDelaware Law. This Agreement has been duly executed and delivered by U S WEST\nand, assuming the due authorization, execution and delivery thereof by the other\nParties, constitutes a legal, valid and binding obligation of U S WEST,\nenforceable against it in accordance with its terms, subject to applicable\nbankruptcy, insolvency, reorganization, moratorium or other laws relating to or\naffecting the rights and remedies of creditors generally and to general\nprinciples of equity (regardless of whether considered in a proceeding in equity\nor at law).\n\n          Section 5.5 No Conflict; Required Filings and Consents. (a) Except as\nlisted on Schedule 5.5 hereto or as described in subsection (b) below, the\nexecution and delivery of this Agreement by U S WEST does not, and the\nperformance of this Agreement by U S WEST will not, (i) violate or conflict with\nthe Certificate of Incorporation or Bylaws of U S WEST, (ii) conflict with or\nviolate any law, regulation, court order, judgment or decree applicable to U S\nWEST or any of its Significant Subsidiaries or by which any of their respective\nproperty is bound or affected, (iii) violate or conflict with the Certificate of\nIncorporation or Bylaws of any of U S WEST's Subsidiaries, or (iv) result in any\nbreach of or constitute a default (or an event which with notice or lapse of\ntime or both would become a default) under, or give to others any rights of\ntermination or cancellation of, or result in the creation of a lien or\nencumbrance on any of the properties or assets of U S WEST or any of its\nSubsidiaries pursuant to, result in the loss of any material benefit under, or\nrequire the consent of any other party to, \n\n                                     -29-\n\n \nany contract or instrument, relating to financing to which U S WEST or any of\nits Significant Subsidiaries is a party or by which U S WEST, any of such\nSubsidiaries or any of their respective property is bound or affected, except,\nin the case of clauses (ii), (iii), and (iv) above, for conflicts, violations,\nbreaches, defaults, rights, results or consents which, individually or in the\naggregate, would not have a Material Adverse Effect on U S WEST.\n\n          (b) Except for applicable requirements, if any, of state, District of\nColumbia, or foreign regulatory laws and commissions, the Federal Communications\nCommission, the Exchange Act, the premerger notification requirements of the HSR\nAct, filing and recordation of appropriate Mergers or other documents as\nrequired by Delaware Law and any filings required pursuant to any state\nsecurities or \"blue sky\" laws or the rules of any applicable stock exchanges,\nneither U S WEST nor any of its Significant Subsidiaries is required to submit\nany notice, report or other filing with any Governmental or Regulatory Authority\nin connection with the execution, delivery or performance of this Agreement.\nExcept as set forth in the immediately preceding sentence, no waiver, consent,\napproval or authorization of any Governmental or Regulatory Authority is\nrequired to be obtained by U S WEST or any of its Significant Subsidiaries in\nconnection with its execution, delivery or performance of this Agreement.\n\n          Section 5.6 SEC Filings; Financial Statements. (a) U S WEST has filed\nall forms, reports and documents required to be filed with the SEC since June\n12, 1998, and has heretofore delivered or made available to Global, in the form\nfiled with the SEC, together with any amendments thereto, its (i) Annual Reports\non Form 10-K for the fiscal years ended December 31, 1996, 1997 and 1998, (ii)\nall proxy statements relating to U S WEST's meetings of stockholders (whether\nannual or special) held since January 1, 1996, (iii) Quarterly Reports on Form\n10-Q for the fiscal quarters ended March 31, June 30, September 30, 1998, and\nMarch 31, 1999 and (iv) all other reports or registration statements filed by U\nS WEST with the SEC since January 1, 1996 (collectively, the \"U S WEST SEC\nReports\"). The U S WEST SEC Reports (i) were prepared substantially in\naccordance with the requirements of the Securities Act or the Exchange Act, as\nthe case may be, and the rules and regulations promulgated under each of such\nrespective acts, and (ii) did not at the time they were filed contain any untrue\nstatement of a material fact or omit to state a material fact required to be\nstated therein or necessary in order to make the statements therein, in the\nlight of the circumstances under which they were made, not misleading.\n\n          (b) The financial statements, including all related notes and\nschedules, contained in the U S WEST SEC Reports (or incorporated by reference\ntherein) fairly present the consolidated financial position of U S WEST and its\nSubsidiaries as at the respective dates thereof and the consolidated results of\noperations and cash flows of U S WEST and its Subsidiaries for the periods\nindicated in accordance with GAAP applied on a consistent basis throughout the\nperiods involved (except for changes in accounting principles disclosed in the\nnotes thereto) and subject in the case of interim financial statements to normal\nyear-end adjustments.\n\n          Section 5.7 Absence of Certain Changes or Events. Except as disclosed\nin the U S WEST SEC Reports filed prior to the date hereof and on Schedule 5.7,\nsince December 31, 1998, and except as permitted by this Agreement or consented\nto hereunder, U S WEST and its Subsidiaries have not incurred any material\nliability, except in the ordinary \n\n                                     -30-\n\n \ncourse of their businesses consistent with their past practices, and there has\nnot been any change, or any event involving a prospective change, in the\nbusiness, financial condition or results of operations of U S WEST or any of its\nSubsidiaries which has had, or is reasonably likely to have, a Material Adverse\nEffect on U S WEST, and U S WEST and its Subsidiaries have conducted their\nrespective businesses in the ordinary course consistent with their past\npractices.\n\n          Section 5.8 Litigation. There are no claims, actions, suits,\nproceedings or investigations pending or, to U S WEST's Knowledge, threatened\nagainst U S WEST or any of its Subsidiaries, or any properties or rights of U S\nWEST or any of its Subsidiaries, before any Governmental or Regulatory Authority\nas to which there is a reasonable likelihood of an adverse judgment or\ndetermination against U S WEST or any of its Subsidiaries, except for those that\nare not, individually or in the aggregate, reasonably likely to have a Material\nAdverse Effect on U S WEST, or prevent or materially delay the ability of U S\nWEST to consummate the transactions contemplated by this Agreement, except as\nset forth on Schedule 5.8 hereto. With respect to tax matters, litigation shall\nnot be deemed threatened unless a tax authority has delivered a written notice\nof deficiency to U S WEST or any of its Subsidiaries.\n\n          Section 5.9 No Violation of Law; Permits. The business of U S WEST and\nits Subsidiaries is not being conducted in violation of any Legal Requirements\nor in violation of any Permits, except for possible violations none of which,\nindividually or in the aggregate, would reasonably be expected to have a\nMaterial Adverse Effect on U S WEST. Except as disclosed in U S WEST SEC Reports\nand as set forth in the U S WEST SEC Reports and on Schedule 5.9 hereto, no\ninvestigation, review or proceeding by any Governmental or Regulatory Authority\n(including, without limitation, any stock exchange or other self-regulatory\nbody) with respect to U S WEST or its Subsidiaries in relation to any alleged\nviolation of law or regulation is pending or, to U S WEST's Knowledge,\nthreatened, nor has any Governmental or Regulatory Authority (including, without\nlimitation, any stock exchange or other self-regulatory body) indicated an\nintention to conduct the same, except for such investigations which, if they\nresulted in adverse findings, would not reasonably be expected to have,\nindividually or in the aggregate, a Material Adverse Effect on U S WEST Except\nas set forth in the U S WEST SEC Reports and on Schedule 5.9 hereto, neither U S\nWEST nor any of its Subsidiaries is subject to any cease and desist or other\norder, judgment, injunction or decree issued by, or is a party to any written\nagreement, consent agreement or memorandum of understanding with, or is a party\nto any commitment letter or similar undertaking to, or is subject to any order\nor directive by, or has adopted any board resolutions at the request of, any\nGovernmental or Regulatory Authority that materially restricts the conduct of\nits business or which would reasonably be expected to have a Material Adverse\nEffect on U S WEST, nor has U S WEST or any of its Subsidiaries been advised\nthat any Governmental or Regulatory Authority is considering issuing or\nrequesting any of the foregoing. None of the representations and warranties made\nin this Section 5.9 are being made with respect to Environmental Laws.\n\n          Section 5.10 Joint Proxy Statement. None of the information supplied\nor to be supplied by or on behalf of U S WEST for inclusion or incorporation by\nreference in the Registration Statement will, at the time the Registration\nStatement becomes effective under the Securities Act, contain any untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary to make the statements therein, in light of the\ncircumstances under which they were made, not misleading. None of the\ninformation supplied \n\n                                     -31-\n\n \nor to be supplied by or on behalf of U S WEST for inclusion or incorporation by\nreference in the Joint Proxy Statement will, at the dates mailed to stockholders\nand at the times of the Global stockholders' meeting and the U S WEST\nstockholders' meeting, contain any untrue statement of a material fact or omit\nto state any material fact required to be stated therein or necessary in order\nto make the statements therein, in light of the circumstances under which they\nare made, not misleading. The Registration Statement and the Joint Proxy\nStatement (except for information relating solely to Global) will comply as to\nform in all material respects with the provisions of the Securities Act and the\nExchange Act and the rules and regulations promulgated thereunder.\n\n          Section 5.11  Employee Matters; ERISA. Except as set forth on Schedule\n5.11:\n\n\n                  (a) Schedule 5.11 contains a true and complete list of all\nemployee benefit plans covering present or former employees or directors of U S\nWEST and of each of its Subsidiaries or their beneficiaries, or providing\nbenefits to such persons in respect of services provided to any such entity, or\nwith respect to which U S WEST or any of its Subsidiaries has, or has had, an\nobligation to contribute or any other liability, including, but not limited to,\nany employee benefit plans within the meaning of Section 3(3) of ERISA, any\ndeferred compensation, bonus, stock option, restricted stock, incentive, profit\nsharing, retirement, savings, medical, health, life insurance, disability, sick\nleave, cafeteria or flexible spending, vacation, unemployment compensation,\nseverance or change in control agreements, arrangements, programs, policies or\nplans and any other benefit arrangements or payroll practice (collectively, the\n\"U S WEST Benefit Plans\"), whether funded or unfunded, insured or uninsured,\nwritten or unwritten.\n\n                  (b) All contributions and other payments required to be\nmade by U S WEST or any of its Subsidiaries to or under any U S WEST Benefit\nPlan (or to any person pursuant to the terms thereof) have been made or the\namount of such payment or contribution obligation has been reflected in the U S\nWEST Financial Statements.\n\n                  (c) Each of the U S WEST Benefit Plans intended to be\n\"qualified\" within the meaning of Section 401(a) of the Code has been determined\nby the IRS to be so qualified, and, to U S WEST's Knowledge, no circumstances\nexist that could reasonably be expected by U S WEST to adversely affect such\nqualification. U S WEST is in compliance in all material respects with, and each\nof the U S WEST Benefit Plans complies in form with, and is and has been\noperated in all material respects in compliance with, all applicable Legal\nRequirements, including, without limitation, ERISA and the Code. No assets of U\nS WEST or any of its Subsidiaries are subject to liens arising under ERISA or\nthe Code on account of any U S WEST Benefit Plan, neither U S WEST nor any of\nits Subsidiaries has been required to provide any security under Sections\n401(a)(29) or 412(f) of the Code, or under Section 307 of ERISA, and no event\nhas occurred that could give rise to any such lien or a requirement to provide\nsuch security.\n\n                  (d) With respect to the U S WEST Benefit Plans, individually\nand in the aggregate, no event has occurred and, to U S WEST's Knowledge, there\ndoes not now exist any condition or set of circumstances, that could subject U S\nWEST or any of its Subsidiaries to any material liability arising under the\nCode, ERISA or any other applicable Legal Requirements (including, without\nlimitation, any liability to any such plan or the PBGC), or under any \n\n                                     -32-\n\n \nindemnity agreement to which U S WEST or any of its Subsidiaries is a party,\nexcluding liability for benefit claims and funding obligations payable in the\nordinary course. No U S WEST Benefit Plan subject to Title IV of ERISA has\nterminated, nor has a \"reportable event\" (within the meaning of Section 4043 of\nERISA) occurred with respect to any such plan (other than such events with\nrespect to which the reporting requirement has been waived by regulation).\n\n                  (e) None of the U S WEST Benefit Plans that are \"welfare\nplans\" within the meaning of Section 3(1) of ERISA (i) provides for any post-\nemployment or retiree benefits other than continuation coverage required to be\nprovided under Section 4980B of the Code, Part 6 of Title I of ERISA or\napplicable state law, or (ii) has provided any disqualified benefit, within the\nmeaning of Section 4976 of the Code, with respect to which an excise tax has\nbeen, or could be, imposed.\n\n                  (f) U S WEST has made available to Global a true and correct\ncopy of each current or last, in the case where there is no current, expired\ncollective bargaining agreement to which U S WEST or any of its Subsidiaries is\na party or under which U S WEST or any of its Subsidiaries has obligations and\ncopies of the following documents with respect to each U S WEST Benefit Plan,\nwhere applicable, (i) all plan documents governing such plan and the most recent\nsummary plan description furnished to employees, (ii) the three (3) most recent\nannual reports filed with the IRS, (Form 5500-series), including all schedules\nand attachments thereto, (iii) each related trust agreement or other funding\narrangement (including all amendments to each such agreement), (iv) the most\nrecent determination of the IRS with respect to the qualified status of such U S\nWEST Benefit Plan, and any currently-pending application for such a letter, (v)\nthe most recent actuarial report or valuation, and (vi) written description of\nunwritten U S WEST Benefit Plans.\n\n                  (g) Except as set forth on Schedule 5.11 hereto as made\navailable to Global prior to the date hereof, (i) the consummation or\nannouncement of any transaction contemplated by this Agreement will not (either\nalone or upon the occurrence of any additional or further acts or events) result\nin any (A) payment (whether of severance pay or otherwise) becoming due from U S\nWEST or any of its Subsidiaries to any officer, employee, former employee or\ndirector thereof or to the trustee under any \"rabbi trust\" or similar\narrangement, (B) benefit under any U S WEST Benefit Plan being established or\nbecoming accelerated, vested or payable, or (C) \"reportable event\" (as defined\nin Section 4043 of ERISA) with respect to a U S WEST Benefit Plan subject to\nTitle IV of ERISA, and (ii) neither U S WEST nor any of its Subsidiaries is a\nparty to (A) any management, employment, deferred compensation, severance\n(including any payment, right or benefit resulting from a change in control),\nbonus or other contract for personal services with any current or former\nofficer, director or employee (whether or not characterized as a plan for\npurposes of ERISA), (B) any consulting contract with any person who prior to\nentering into such contract was a director or officer of U S WEST or any of its\nSubsidiaries, or (C) any plan, agreement, arrangement or understanding similar\nto any of the items described in clause (ii)(A) or (B) of this sentence.\n\n                  (h)  The consummation or announcement of any transaction\ncontemplated by this Agreement will not (either alone or upon the occurrence of\nany additional or further acts or events) result in the disqualification of any\nof the U S WEST Benefit Plans intended to be \n\n                                     -33-\n\n \nqualified under, result in a prohibited transaction or breach of fiduciary duty\nunder, or otherwise violate, ERISA or the Code.\n\n          (i) Neither U S WEST nor any of its Subsidiaries nor any of their\ndirectors, officers, employees or agents, nor any \"party in interest\" or\n\"disqualified person\", as such terms are defined in Section 3 of ERISA and\nSection 4975 of the Code, with respect to any U S WEST Benefit Plan, has engaged\nin or been a party to any \"prohibited transaction\", as such term is defined in\nSection 4975 of the Code or Section 406 of ERISA, which is not otherwise exempt,\nwhich could result in the imposition of either a penalty assessed pursuant to\nSection 502(i) of ERISA or a tax imposed by Section 4975 of the Code upon U S\nWEST or its Subsidiaries, or which could constitute a breach of fiduciary duty\nwhich could result in liability on the part of U S WEST or any of its\nSubsidiaries.\n\n          (j) No U S WEST Benefit Plan has incurred any \"accumulated funding\ndeficiency\" (as defined in Section 412 of the Code or Part 3 of Title I of\nERISA), whether or not waived. Neither U S WEST nor any of its Subsidiaries has\nincurred, and none of such entities reasonably expects to incur, any material\nliability to the PBGC with respect to any U S WEST Benefit Plan. Neither U S\nWEST nor any of its Subsidiaries is a party to, contributes to, or is required\nto contribute to, and neither has incurred or reasonably expects to incur, any\nwithdrawal liability with respect to, any \"multiemployer plan\" (as defined in\nSection 3(37) of ERISA). No U S WEST Benefit Plan is a \"multiple employer plan\",\nwithin the meaning of the Code or ERISA.\n\n          Section 5.12   Labor Matters. Except as set forth on Schedule 5.12,\nneither U S WEST nor any of its Subsidiaries is the subject of any material\nproceeding asserting that it or any of its Subsidiaries has committed an unfair\nlabor practice or seeking to compel it to bargain with any labor union or labor\norganization, nor is any such proceeding pending or, to U S WEST's Knowledge,\nthreatened, except in each case as would not, individually or in the aggregate,\nbe reasonably likely to have a Material Adverse Effect on U S WEST.\n\n          Section 5.13 Environmental Matters. Except for such matters that,\nindividually or in the aggregate, are not reasonably likely to have a Material\nAdverse Effect on U S WEST, or would not otherwise require disclosure pursuant\nto the Securities Act, or are listed on Schedule 5.13 hereto, (i) each of U S\nWEST and its Subsidiaries has complied and is in compliance with all applicable\nEnvironmental Laws (as defined below); (ii) the properties currently owned or\noperated by it or any of its Subsidiaries (including soils, groundwater, surface\nwater, buildings or other structures) are not contaminated with any Hazardous\nSubstances (as defined below); (iii) Hazardous Substances were not present,\ndisposed, released or otherwise deposited on, under, at or from the properties\nformerly owned or operated by it or any of its Subsidiaries during the period of\nownership or operation by it or any of its Subsidiaries; (iv) neither it nor any\nof its Subsidiaries is subject to liability for any Hazardous Substance disposal\nor contamination on any third party property; (v) neither it nor any of its\nSubsidiaries has been associated with any release or threat of release of any\nHazardous Substance; (vi) neither it nor any of its Subsidiaries has received\nany notice, demand, threat, letter, claim or request for information alleging\nthat it or any of its Subsidiaries may be in violation of or liable under any\nEnvironmental Law (including any claims relating to electromagnetic fields or\nmicrowave transmissions); (vii) neither it nor any of its Subsidiaries is\nsubject to any orders, decrees, \n\n                                     -34-\n\n \ninjunctions or other arrangements with any Governmental or Regulatory Entity or\nis subject to any indemnity or other agreement with any third party relating to\nliability under any Environmental Law or relating to Hazardous Substances; and\n(viii) there are no circumstances or conditions involving it or any of its\nSubsidiaries that could reasonably be expected to result in any claims,\nliability, investigations, costs or restrictions on the ownership, use, or\ntransfer of any of its properties pursuant to any Environmental Law.\n\n          Section 5.14 Board Action; Vote Required; U S WEST Rights Plan;\nApplicability of Section 203. (a) The Board of Directors of U S WEST has\nunanimously determined that the transactions contemplated by this Agreement are\nin the best interests of U S WEST and its stockholders and has resolved to\nrecommend to such stockholders that they vote in favor thereof.\n\n          (b) The approval of this Agreement by a majority of the votes\nentitled to be cast by all holders of U S WEST Common Stock is the only vote of\nthe holders of any class or series of the capital stock of U S WEST required to\napprove this Agreement, the Mergers and the other transactions contemplated\nhereby.\n\n          (c) The provisions of Section 203 of Delaware Law will not, assuming\nthe accuracy of the representations contained in Section 4.20 hereof (without\ngiving effect to the knowledge qualification therein), apply to this Agreement\nor any of the transactions contemplated hereby.\n\n          (d) The Board of Directors of U S WEST have taken all actions\nnecessary to render Article IX of the U S WEST Certificate of Incorporation\ninapplicable to the transactions contemplated hereby.\n\n          (e) The Rights Agreement dated as of June 1, 1998 between U S WEST and\nState Street Bank and Trust Company has been amended so as to provide that none\nor Global or any of its Subsidiaries will be an \"Acquiring Person\" thereunder.\n\n          Section 5.15  Opinion of Financial Advisor. U S WEST has received\nthe opinion of Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated (\"Merrill\nLynch\"), dated the date hereof, to the effect that, as of such date, the\nConversion Ratio is fair from a financial point of view to the holders of U S\nWEST Common Stock.\n\n         Section 5.16   Brokers. Except for Merrill Lynch, the arrangements\nwith which have been disclosed to Global prior to the date hereof, who has been\nengaged by U S WEST, no broker, finder or investment banker is entitled to any\nbrokerage, finder's, investment banking or other fee or commission in connection\nwith the transactions contemplated by this Agreement based upon arrangements\nmade by or on behalf of U S WEST or any of its Subsidiaries.\n\n         Section 5.17   Tax Matters. Except as set forth on Schedule 5.17\nattached hereto and except to the extent that the failure of the following\nrepresentations to be true would not have a Material Adverse Effect on U S WEST:\n\n                 (a)    All Tax Returns required to be filed by U S WEST or\nits Subsidiaries on or prior to the Effective Time have been or will be timely\nfiled with the appropriate \n\n                                     -35-\n\n \nGovernmental or Regulatory Authorities and are or will be correct in all\nmaterial respects, and all material taxes due by U S WEST or its Subsidiaries on\nor prior to the Effective Time have been, or will be, timely paid;\n\n                  (b)      All unpaid Taxes in respect of U S WEST or its\nSubsidiaries with respect to taxable periods ending on or prior to the Effective\nTime or with respect to taxable periods that begin before the Effective Time and\nend after the Effective Time, to the extent such Taxes are attributable to the\nportion of such period ending at the Effective Time, have been or will be\nadequately reflected as a liability on the books of U S WEST or its Subsidiaries\non or prior to the Effective Time;\n\n                  (c)      There are no liens (except for statutory liens for\ncurrent Taxes not yet due and payable) against any domestic or foreign assets of\nU S WEST or any of its Subsidiaries resulting from any unpaid Taxes;\n\n                  (d)      No audit or other proceeding with respect to Taxes\ndue from U S WEST or any of its Subsidiaries, or any Tax Return of U S WEST or\nany of its Subsidiaries is pending, threatened in writing, or being conducted by\nany Governmental or Regulatory Authority.\n\n                  (e)      No extension of the statute of limitations on the\nassessment of any Taxes has been granted by U S WEST or any of its Subsidiaries\nand is currently in effect.\n\n          Section 5.18 Intellectual Property. U S WEST and its Subsidiaries have\nall right, title and interest in, or a valid and binding license to use, all\nIntellectual Property that is individually or in the aggregate material to the\nconduct of the businesses of U S WEST and its Subsidiaries taken as a whole (\"U\nS WEST Intellectual Property\"). Neither U S WEST nor any Subsidiary of U S WEST\nis or is alleged to be in default (or with the giving of notice or lapse of time\nor both, would be in default) in any material respect under any license to use U\nS WEST Intellectual Property, such Intellectual Property is not being infringed\nby any third party, and neither U S WEST nor any Subsidiary of U S WEST is\ninfringing any Intellectual Property of any third party, except for such\ndefaults and infringements which, individually or in the aggregate, are not\nhaving and could not be reasonably expected to have a Material Adverse Effect on\nU S WEST. Except as disclosed in Schedule 5.18, there are no (i) circumstances\nwhich, with the giving of notice or the lapse of time, or both, or the failure\nof U S WEST to act in a timely fashion, would cause the loss or materially\nimpair the value or validity of any U S WEST Intellectual Property, or (ii)\nnotices of any material claim of infringement with respect to any item of U S\nWEST Intellectual Property, or notices of any contested patent or other\ncontested item of Intellectual Property except for such circumstances or notices\nwhich would not have a Material Adverse Effect on U S WEST. U S WEST and its\nSubsidiaries have taken all reasonable actions necessary to protect, maintain\nand safeguard the U S WEST Intellectual Property, including without limitation\nthe U S WEST Intellectual Property that is confidential in nature, and have\nexecuted all necessary agreements in connection therewith except where the\nfailure to take such actions or execute such agreements would not have a\nMaterial Adverse Effect on U S WEST.\n\n          Section 5.19  Insurance. Except as set forth on Schedule 5.19 hereto,\neach of U S WEST and each of its Significant Subsidiaries is insured with\nfinancially responsible \n\n                                     -37-\n\n \ninsurers in such amounts and against such risks and losses as are customary for\ncompanies conducting the business as conducted by U S WEST and its Subsidiaries\nduring such time period. Except as set forth on such Schedule 5.19, since\nJanuary 1, 1998, neither U S WEST nor any of its Subsidiaries has received\nnotice of cancellation or termination with respect to any material insurance\npolicy of U S WEST or its Subsidiaries which has not been cured. The insurance\npolicies of U S WEST and its Subsidiaries are valid and enforceable policies.\n\n          Section 5.20 Ownership of Securities. Except as set forth on Schedule\n5.20, as of the date hereof, neither U S WEST nor, to U S WEST's Knowledge, any\nof its affiliates or associates (as such terms are defined under the Exchange\nAct), beneficially owns, directly or indirectly, or is party to any agreement,\narrangement or understanding for the purpose of acquiring, holding, voting or\ndisposing of, in each case, shares of capital stock of Global, which in the\naggregate represent ten percent (10%) or more of the outstanding shares of\nGlobal Common Stock (other than shares held by U S WEST Benefit Plans). Except\nas set forth on Schedule 5.20 hereto, U S WEST owns no shares of Global Common\nStock described in the parenthetical clause of Section 2.2(a) hereof which would\nbe canceled and retired without consideration pursuant to Section 2.3(a) hereof.\n\n          Section 5.21 Certain Contracts. All material contracts required to be\ndescribed in Item 601(b)(10) of Regulation S-K to which U S WEST or its\nSubsidiaries is a party or may be bound have been filed as exhibits to, or\nincorporated by reference in, U S WEST's Annual Report on Form 10-K for the year\nended December 31, 1998. All contracts, licenses, consents, royalty or other\nagreements which are material to U S WEST and its Subsidiaries, taken as a\nwhole, to which U S WEST or any of its Subsidiaries is a party (the \"U S WEST\nContracts\") are valid and in full force and effect on the date hereof except to\nthe extent they have previously expired in accordance with their terms or to the\nextent such invalidity would not have a Material Adverse Effect on U S WEST,\nand, to U S WEST's Knowledge, neither U S WEST nor any of its Subsidiaries has\nviolated any provision of, or committed or failed to perform any act which with\nor without notice, lapse of time or both would constitute a default under the\nprovisions of, any U S WEST Contract, except for defaults which, individually\nand in the aggregate, would not reasonably be expected to result in a Material\nAdverse Effect on U S WEST.\n\n          Section 5.22 Licenses. U S WEST and each of its Subsidiaries are the\nauthorized legal holders or otherwise has rights to all material Permits and\nlicenses and operating rights necessary for the operation of their businesses as\npresently operated (collectively, the \"U S WEST Licenses\"). All U S WEST\nLicenses were duly obtained and are validly issued and in full force and effect.\nU S WEST is in compliance in all respects with the Communications Act of 1934,\nas amended, and the rules, regulations and policies of the FCC and all\napplicable Governmental or Regulatory Authorities except for such failure to\ncomply which would not have a Material Adverse Effect on U S WEST. There is not\nnow pending and, to U S WEST's Knowledge, there is not threatened, in each case\nas of the date hereof, any action by or before the FCC or any Governmental or\nRegulatory Authority to revoke, suspend, cancel, rescind or modify in any\nmaterial respect any of the U S WEST Licenses.\n\n          Section 5.23 Year 2000. U S WEST has (i) initiated a review and\nassessment of all areas within its and each of its existing Subsidiaries'\nbusiness and operations that could be \n\n                                     -37-\n\n \nadversely affected by a failure of any of its Systems to be Year 2000 Compliant\n(as defined below), (ii) developed a plan and timeline for addressing Year 2000\ncompliance on a timely basis, and (iii) to date, implemented that plan in\naccordance with that timetable. Subject to the qualification contained in the U\nS WEST SEC Reports, based on the foregoing, to U S WEST's Knowledge, all Systems\nthat are material to its or any of its Subsidiaries' business or operations are\nreasonably expected on a timely basis to be Year 2000 Compliant.\n\n          Section 5.24 Foreign Corrupt Practices and International Trade\nSanctions. To U S WEST's Knowledge, neither U S WEST, nor any of its\nSubsidiaries, nor any of their respective directors, officers, agents, employees\nor any other Persons acting on their behalf has, in connection with the\noperation of their respective businesses, (i) used any corporate or other funds\nfor unlawful contributions, payments, gifts or entertainment, or made any\nunlawful expenditures relating to political activity to government officials,\ncandidates or members of political parties or organizations, or established or\nmaintained any unlawful or unrecorded funds in violation of Section 104 of the\nForeign Corrupt Practices Act of 1977, as amended, or any other similar\napplicable foreign, federal or state law, (ii) paid, accepted or received any\nunlawful contributions, payments, expenditures or gifts, or (iii) violated or\noperated in noncompliance with any export restrictions, anti-boycott\nregulations, embargo regulations or other applicable domestic or foreign laws\nand regulations except in each case which would not have a Material Adverse\nEffect on U S WEST.\n\n\n                                  ARTICLE VI\n\n             CONDUCT OF INDEPENDENT BUSINESSES PENDING THE MERGERS\n\n          Section 6.1 Transition Planning. A four-person committee (the\n\"Transition Committee\") comprised of the persons set forth on Schedule 6.1\nattached hereto shall be established promptly following the date hereof. If any\nof such persons is unable to serve on the Transition Committee for any reason,\nthen Global and U S WEST shall take such action as may be required so that the\nTransition Committee consists of two (2) persons designated by each of Global\nand U S WEST The Transition Committee shall be responsible for coordinating all\naspects of transition planning and implementation relating to the Mergers and\nthe other transactions contemplated hereby. During the period between the date\nhereof and the Effective Time, the Transition Committee shall (i) examine\nvarious alternatives regarding the manner in which to best organize and manage\nthe businesses of U S WEST and Global after the Effective Time, and (ii)\ncoordinate policies and strategies with respect to regulatory authorities and\nbodies, in all cases subject to all Legal Requirements and Permits. The\naffirmative vote of three (3) members of the Transition Committee shall be\nrequired for such committee to take action.\n\n          Section 6.2 Conduct of Business in the Ordinary Course. Each of Global\nand U S WEST covenants and agrees that, between the date hereof and the\nEffective Time, unless the Transition Committee shall otherwise consent in\nwriting, and except as described on Schedule 6.2 hereto or as otherwise\nexpressly contemplated hereby, the business of such Party and its Subsidiaries\nshall be conducted only in, and such entities shall not take any action except\nin, the ordinary course of business and in a manner consistent with past\npractice and all Legal Requirements and Permits; and each of Global and U S WEST\nand their respective Subsidiaries will use their commercially reasonable efforts\nto preserve substantially intact their business \n\n                                     -38-\n\n \norganizations, to keep available the services of those of their present\nofficers, employees and consultants who are integral to the operation of their\nbusinesses as presently conducted and to preserve their present relationships\nwith significant customers and suppliers and with other persons with whom they\nhave significant business relations; provided, however, that no action by Global\nor U S WEST or its Subsidiaries with respect to matters specifically addressed\nby any other provision of this Section 6.2 shall be deemed a breach of this\nsentence unless such action would constitute a breach of one or more of such\nother provisions. By way of amplification and not limitation, unless the\nTransition Committee shall otherwise consent in writing, and except as set forth\non Schedule 6.2 hereto or as otherwise expressly contemplated by this Agreement,\neach of Global and U S WEST agrees on behalf of itself and its Subsidiaries that\nthey will not, between the date hereof and the Effective Time, directly or\nindirectly, do any of the following without the prior written consent of the\nother:\n\n                  (a) (i) except for (A) the issuance of shares of Global Common\nStock and U S WEST Common Stock in the ordinary course of business and in a\nmanner consistent with past practice in amounts not exceeding the amounts set\nforth in Schedule 6.2 in order to satisfy obligations under employee benefit\nplans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global\nEquity Rights issued thereunder and under existing dividend reinvestment plans;\n(B) grants of stock options with respect to Global Common Stock or U S WEST\nCommon Stock to employees as set forth on Schedule 6.2 hereto in the ordinary\ncourse of business and in a manner consistent with past practice; (C) the\nissuance of shares of Global Common Stock pursuant to the transaction\ncontemplated by the Frontier Merger Agreement; (D) issuances made to newly hired\nemployees of Global or its Subsidiaries in amounts not exceeding the amounts set\nforth in Schedule 6.2; (E) issuances in respect of or in connection with any\nacquisitions, mergers, share exchanges, consolidations, business combinations or\nsimilar transactions by Global or its Subsidiaries permitted by Section 7.18\nhereof; (F) sales of securities in connection with a secondary offering by\nshareholders of Global; and (G) issuances of equity securities as set forth on\nSchedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which\nis directly or indirectly wholly-owned by Global or U S WEST (as the case may\nbe); and (I) liens granted to secure indebtedness permitted by Schedule 6.2:\nissue, sell, pledge, dispose of, encumber, authorize, or propose the issuance,\nsale, pledge, disposition, encumbrance or authorization of any shares of capital\nstock of any class, or any options, warrants, convertible securities or other\nrights of any kind to acquire any shares of capital stock of, or any other\nownership interest in, such Party or any of its Subsidiaries; (ii) amend or\npropose to amend the Certificate of Incorporation or Bylaws (or other comparable\norganizational document) of such Party or any of its Subsidiaries, except as\ndisclosed in the draft joint proxy statement of Global and Frontier to be filed\nin connection with the Frontier Merger, or adopt, amend or propose to amend any\nshareholder rights plan or related rights agreement; provided, however, Global\nshall be permitted to (A) achieve a \"discontinuance\" under the laws of Bermuda\nand (B) continue in, and be subject to; the laws of the State of Delaware (or\nany other State of the United States of America) or, subject to the consent of U\nS WEST, which consent shall not be unreasonably withheld or delayed, the laws of\nany other jurisdiction; (iii) split, combine or reclassify any outstanding\nshares of Global Common Stock or U S WEST Common Stock, or declare, set aside or\npay any dividend or distribution payable in cash, stock, property or otherwise\nwith respect to shares of Global Common Stock or U S WEST Common Stock, except\npursuant to Section 7.20; (iv) redeem, purchase or otherwise acquire or offer to\nredeem, purchase or otherwise acquire any shares of its capital stock, except\nthat Global shall be permitted to acquire shares of Global \n\n                                     -39-\n\n \nCommon Stock and U S WEST shall be permitted to acquire shares of U S WEST\nCommon Stock from time to time in open market transactions, consistent with past\npractice and in compliance with applicable law and the provisions of any\napplicable employee benefit plan, program or arrangement, for issuance upon the\nexercise of options and other rights granted, and the lapsing of restrictions,\nunder such Party's respective employee benefit plans, programs and arrangements\nand dividend reinvestment plans; or (v) authorize or propose or enter into any\ncontract, agreement, commitment or arrangement with respect to any of the\nmatters prohibited by this Section 6.2(a);\n\n                  (b) (i) except with respect to acquisition transactions which\nare subject to Section 7.18 hereof, acquire (by merger, consolidation, or\nacquisition of stock or assets) any corporation, partnership or other business\norganization or division thereof or make or increase any investment in another\nentity (other than an entity which is a wholly-owned Subsidiary of such Party as\nof the date hereof and other than incorporation of a wholly-owned Subsidiary) or\njoint ventures in connection with network buildouts, and investments in\ncustomers in the ordinary course of business and investments permitted by\nSchedule 6.2; (ii) except in the ordinary course of business and in a manner\nconsistent with past practice or as may be required by, or in accordance with,\nlaw or any Governmental or Regulatory Authority in order to permit or facilitate\nthe consummation of the transactions contemplated hereby, sell, pledge, dispose\nof, or encumber or authorize or propose the sale, pledge, disposition or\nencumbrance of any assets of such Party or any of its Subsidiaries, except for\ntransactions which do not exceed $2,000,000 individually or $10,000,000 in the\naggregate in any twelve (12) month period; (iii) except in the ordinary course\nof business and in a manner consistent with past practice and all Legal\nRequirements and Permits, authorize or make capital expenditures; (iv) except\nwith respect to acquisition transactions which are subject to Section 7.18\nhereof, enter into any other agreement, contract or commitment except (1) in the\nordinary course of business of operating the existing businesses of Global or U\nS WEST, as the case may be, or (2) in accordance with the then current business\nplan for any of the other existing businesses of Global or U S WEST, as the case\nmay be; or (v) authorize or enter into any contract, agreement, commitment or\narrangement with respect to any of the matters prohibited by this Section\n6.2(b);\n\n                  (c) incur indebtedness (from that shown on its balance\nsheet as of December 31, 1998) except as permitted by Schedule 6.2 hereto;\n\n\n                  (d) enter into (i) leveraged derivative contracts\n(defined as contracts that use a factor to multiply the underlying index\nexposure), or (ii) other derivative contracts except for the purpose of hedging\nknown interest rate and foreign exchange exposures or otherwise reducing such\nParty's cost of financing;\n\n                  (e) take any action with respect to the grant of any severance\nor termination pay, or stay, bonus, or other incentive arrangements (otherwise\nthan pursuant to Benefit Plans and policies of such Party in effect on the date\nhereof or in the ordinary course of such Party's business) or with respect to\nany increase in benefits payable under its severance or termination pay\npolicies, or stay, bonus or other incentive arrangements in effect on the date\nhereof, if all such actions taken were to result, in the payment, or the\nobligation to pay, of an amount, in any particular case, in excess of\n$2,000,000;\n\n                                     -40-\n\n \n                  (f) make any payments (except in the ordinary course of\nbusiness and in amounts and in a manner consistent with past practice or as\notherwise required by Legal Requirements or the provisions of any Global Benefit\nPlan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan\nor any U S WEST Benefit Plan, as the case may be, to any director or employee\nof, or independent contractor or consultant to, such Party or any of its\nSubsidiaries, adopt or otherwise materially amend (except for amendments\nrequired or made advisable by Legal Requirements) any Global Benefit Plan or U S\nWEST Benefit Plan, as the case may be, or enter into or amend any employment or\nconsulting agreement of the type which would be required to be disclosed\nhereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11\nhereof with respect to U S WEST, or grant or establish any new awards under any\nsuch existing Global Benefit Plan or U S WEST Benefit Plan or agreement (except\nin the ordinary course of business and in amounts and in a manner consistent\nwith past practice);\n\n                  (g)      file any material amended Tax Returns, settle any\nmaterial tax audits, or change in any material respect (i) its method of tax\naccounting or tax practice or (ii) its accounting policies, methods or\nprocedures, except as required by GAAP, or, in the case of Global, as previously\ndisclosed to U S WEST;\n\n                  (h)      take any action which could reasonably be expected to\nmaterially adversely affect or delay the ability of any of the Parties to obtain\nany approval of any Governmental or Regulatory Authority required to consummate\nthe transactions contemplated hereby;\n\n                  (i)      take any action that would prevent or impede the\ntransactions to be effected pursuant to this Agreement from qualifying for U.S.\nfederal income tax purposes as a tax-free exchange or series of exchanges;\n\n                  (j)      other than pursuant to this Agreement, take any\naction to cause the shares of their respective Common Stock to cease to be\nquoted on any of the stock exchanges on which such shares are now quoted, other\nthan in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the\nGlobal Common Stock is then listed on the NYSE;\n\n                  (k) (i) issue SARs, new performance shares, restricted stock,\nor similar equity based rights, except as set forth in Section 6.2(a) and except\nin the ordinary course of business and in a manner consistent with past practice\nand as set forth on Schedule 6.2; (ii) materially modify any actuarial cost\nmethod, assumption or practice used in determining benefit obligations, annual\nexpense and funding for any Benefit Plan, except to the extent required by GAAP;\n(iii) materially modify the investment philosophy of the Benefit Plan trusts or\nmaintain an asset allocation which is not consistent with such philosophy,\nsubject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary\nobligation, enter into any outsourcing agreement, or any other material contract\nrelating to the Benefit Plans or management of the Benefit Plan trusts, provided\nthat U S WEST and Global may enter into any such contracts that may be\nterminated within two years; (v) offer any new or extend any existing retirement\nincentive, \"window\" or similar benefit program; (vi) grant any ad hoc pension\nincrease; (vii) establish any new or fund any existing \"rabbi\" or similar trust\n(except in accordance with the current terms of such trust), or enter into any\nother arrangement for the purpose of securing non-qualified benefits or deferred\ncompensation; (viii) adopt or implement any corporate owned life insurance; or\n\n                                     -41-\n\n \n(ix) adopt, implement or maintain any \"split dollar\" life insurance program;\nprovided, howeve , that the foregoing shall not restrict Global from increasing\nthe number of shares subject to its Incentive Stock Option Plan as set forth in\nthe Joint Proxy of Global and Frontier to be filed in connection with the\nFrontier Merger;\n\n                  (l) Global and U S WEST agree that any written approval\nobtained under this Section 6.2 may be relied upon by the other Party if signed\nby a member of the Transition Committee on behalf of the Transition Committee;\n\n                  (m) agree to enter into any merger, reorganization, share\nexchange, business combination or similar transaction pursuant to which the\nshareholders of U S WEST or Global, as applicable, will receive any\nconsideration (whether payable in cash, securities, property or other\nconsideration) in exchange for their shares of Global Common Stock or U S WEST\nCommon Stock, as applicable; or\n\n                  (n) authorize or enter into any contract, agreement,\ncommitment or arrangement with respect to any of the matters prohibited by this\nSection 6.2(b). \n\n                  Section 6.3 No Solicitation.\n\n                  (a) From and after the date hereof, Global and U S WEST shall\nnot nor shall they permit any of their respective Subsidiaries to, nor shall\nthey authorize or permit any of their respective officers, directors or\nemployees or any investment banker, financial advisor, attorney, accountants or\nother representatives retained by them or any of their respective Subsidiaries\nto, directly or indirectly through another person, (i) solicit, initiate or\nencourage (including by way of furnishing information), or knowingly take any\nother action designed to facilitate, any Alternative Transaction (as hereinafter\ndefined), or (ii) participate in any discussions regarding any Alternative\nTransaction; provided, however, that if, at any time prior to the time the\nGlobal Stockholders' Approval or the U S WEST Stockholders' Approval, as the\ncase may be, is obtained, the Board of Directors of Global or U S WEST, as the\ncase may be, determines in good faith, after receipt of advice from outside\ncounsel, that the failure to provide such information or to participate in such\nnegotiations or discussions would result in a reasonable likelihood that such\nBoard of Directors would breach their fiduciary duties to stockholders under\napplicable law, Global or U S WEST, as the case may be, may, in response to a\nproposal that has been determined by it to be a Global Superior Proposal (as\ndefined in Section 7.2 hereof) or a U S WEST Superior Proposal (as defined in\nSection 7.2 hereof), as the case may be, that was not solicited by it and that\ndid not otherwise result from a breach of this Section 6.3, and subject to the\nParty receiving such proposal giving the other Party at least two business days\nwritten notice of its intention to do so, (x) furnish information with respect\nto Global or U S WEST, as the case may be, to any person pursuant to a customary\nconfidentiality agreement containing terms no less restrictive than the terms of\nthe Confidentiality Agreement (as defined in Section 7.5(b) hereof), provided\nthat a copy of all such information is delivered simultaneously to the other\nParty, and (y) engage in negotiations regarding such proposal. Each of Global\nand U S WEST shall promptly notify the other orally and in writing of any\nrequest for information or of any proposal in connection with an Alternative\nTransaction, the material terms and conditions of such request or proposal\n(including a copy thereof, if in writing, and all other documentation and any\nrelated correspondence) and the identity of the person making such request or\nproposal. \n\n                                     -42-\n\n \nEach of Global and U S WEST will keep the other Party reasonably\ninformed of the status and details (including amendments or proposed amendments)\nof such request or proposal on a current basis. Each of Global and U S WEST each\nimmediately cease and terminate any existing solicitation, initiation,\nencouragement activity, discussion or negotiation with any persons conducted\nheretofore by them or their representatives with respect to the foregoing.\n\n                  (b) Each of Global and U S WEST (i) agrees not to release any\nThird Party (as defined in Section 6.3(c)) from, or waive any provision of, or\nfail to enforce, any standstill agreement or similar agreement to which it is a\nparty related to, or which could affect, an Alternative Transaction and agrees\nthat either Party shall be entitled to enforce the other Party's rights and\nremedies under and in connection with such agreements and (ii) acknowledges that\nthe provisions of clause (i) are an important and integral part of this\nAgreement. Nothing contained in this Section 6.3 or in Section 7.2 shall\nprohibit either Party (i) from taking and disclosing to its stockholders a\nposition contemplated by Rule 14e-9 or Rule 14e-2(a) promulgated under the\nExchange Act, or (ii) from making any disclosure to its stockholders if, in the\ngood faith judgment of the Board of Directors of such Party, after receipt of\nadvice from outside counsel, failure to disclose would result in a reasonable\nlikelihood that such Board of Directors would breach its duties to such Party's\nstockholders under applicable law.\n\n                  (c) For purposes of this Agreement, \"Alternative Transaction\"\nmeans a proposal or intended proposal, regarding any of (i) a transaction or\nseries of transactions pursuant to which any person (or group of persons) other\nthan a Party and its Subsidiaries (a \"Third Party\") acquires or would acquire,\ndirectly or indirectly, beneficial ownership (as defined in Rule 13d-3 under the\nExchange Act) of more than twenty percent (20%) of the outstanding shares of\nGlobal or U S WEST, as the case may be, whether from Global or U S WEST or\npursuant to a tender offer or exchange offer or otherwise, (ii) any acquisition\nor proposed acquisition of, or business combination with, Global or any of its\nSignificant Subsidiaries or U S WEST or any of its Significant Subsidiaries, as\nthe case may be, by a merger or other business combination (including any\nso-called \"merger-of-equals\" and whether or not Global or any of its Significant\nSubsidiaries or U S WEST or any of its Significant Subsidiaries, as the case may\nbe, is the entity surviving any such merger or business combination), or (iii)\nany other transaction pursuant to which any third party acquires or would\nacquire, directly or indirectly, control of assets (including for this purpose\nthe outstanding equity securities of Subsidiaries of Global or U S WEST, as the\ncase may be, and any entity surviving the merger or business combination\nincluding any of them) of Global or any of its Subsidiaries or U S WEST or any\nof its Subsidiaries, as the case may be, for consideration equal to twenty\npercent (20%) or more of the fair market value of all of the outstanding shares\nof Global Common Stock or all of the outstanding shares of U S WEST Common\nStock, as the case may be, on the date of this Agreement.\n\n          Section 6.4 Subsequent Financial Statements. Prior to the Effective\nTime, each of Global and U S WEST (a) will consult with the other prior to\nmaking publicly available its financial results for any period and (b) will\nconsult with the other prior to the filing of, and will timely file with the\nSEC, each Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current\nReport on Form 8-K required to be filed by such Party under the Exchange Act and\nthe rules and regulations promulgated thereunder and will promptly deliver to\nthe other copies of each such report filed with the SEC. As of their respective\ndates, none of such reports \n\n                                     -43-\n\n \nshall contain any untrue statement of a material fact or omit to state a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein, in light of the circumstances under which they were made, not\nmisleading. The respective audited financial statements and unaudited interim\nfinancial statements of each of Global and U S WEST, as the case may be,\nincluded in such reports will fairly present the financial position of such\nParty and its Subsidiaries as at the dates thereof and the results of their\noperations and cash flows for the periods then ended in accordance with GAAP\napplied on a consistent basis and, subject, in the case of unaudited interim\nfinancial statements, to normal year-end adjustments and any other adjustments\ndescribed therein.\n\n          Section 6.5 Control of Operations.  Nothing contained in this\nAgreement shall give U S WEST, directly or indirectly, the right to control or\ndirect Global's operations prior to the Effective Time. Nothing contained in\nthis Agreement shall give Global, directly or indirectly, the right to control\nor direct U S WEST's operations prior to the Effective Time. Prior to the\nEffective Time, each of U S WEST and Global shall exercise, consistent with the\nterms and conditions of this Agreement, complete control and supervision over\ntheir respective operations.\n\n\n                                  ARTICLE VII\n\n                             ADDITIONAL AGREEMENTS\n\n          Section 7.1 Joint Proxy Statement and the Registration Statement. (a)\nAs promptly as practicable after the execution and delivery of this Agreement\nbut in no event later than August 31, 1999, U S WEST and Global shall cause\nParent to, and Parent shall, prepare and file with the SEC the Registration\nStatement, provided that such Registration Statement shall in no event be filed\nprior to the mailing of the joint proxy statement in connection with the\nFrontier Merger, and they shall use all reasonable efforts to have the\nRegistration Statement declared effective by the SEC under the Securities Act,\nand the Parties shall prepare and file with the SEC, and shall use all\nreasonable efforts to have cleared by the SEC, and promptly thereafter shall\nmail to the holders of record of shares of U S WEST Common Stock and Global\nCommon Stock, the Joint Proxy Statement; provided, however, that Global and U S\nWEST shall not mail or otherwise furnish the Joint Proxy Statement to their\nrespective stockholders unless and until:\n\n                   (i)  they have received notice from the SEC that the\n         Registration Statement is effective under the Securities Act;\n\n                   (ii)  Global shall have received a letter of its independent\n         accountants, dated a date within two (2) business days prior to the\n         date of the first mailing of the Joint Proxy Statement, and addressed\n         to Global, in form and substance reasonably satisfactory to Global and\n         customary in scope and substance for \"cold comfort\" letters delivered\n         by independent public accountants in connection with registration\n         statements on Form S-4 with respect to the financial statements of U S\n         WES included in the Joint Proxy Statement and the Registration\n         Statement; and\n\n                   (iii) U S WEST shall have received a letter of its\n         independent accountants, dated a date within two (2) business days\n         prior to the date of the first mailing of the Joint \n\n                                     -44-\n\n \n         Proxy Statement, and addressed to U S WEST, in form and substance\n         reasonably satisfactory to U S WEST and customary in scope and\n         substance for \"cold comfort\" letters delivered by independent public\n         accountants in connection with registration statements on Form S-4 with\n         respect to the financial statements of Global included in the Joint\n         Proxy Statement and the Registration Statement.\n\n                  (b)      The Parties will cooperate in the preparation of the\nJoint Proxy Statement and the Registration Statement and in having the\nRegistration Statement declared effective as soon as practicable.\n\n          Section 7.2 Global and U S WEST Stockholders' Meetings and\nConsummation of the Mergers. (a) As promptly as practicable after the\nRegistration Statement is declared effective under the Securities Act (but in\nany event not prior to consummation of the Frontier Merger), Global shall duly\ngive notice of, convene and hold a meeting of its stockholders (the \"Global\nStockholders' Meeting\") in accordance with Bermuda Law for the purpose of\nobtaining the approval of Global stockholders required to approve this Agreement\nand the transactions contemplated hereby (the \"Global Stockholder Approval\") and\nshall, subject to the provisions of Section 7.2(b) hereof, through its Board of\nDirectors, recommend to its stockholders the approval of this Agreement and the\ntransactions contemplated hereby and shall use its best efforts to obtain the\nGlobal Stockholder Approval.\n\n                  (b) Neither the Board of Directors of Global nor any committee\nthereof shall (i) except as expressly permitted by this Section 7.2(b),\nwithdraw, qualify or modify, or propose publicly to withdraw, qualify or modify,\nin a manner adverse to U S WEST, the approval or recommendations of such Board\nof Directors or such committee of the approval of this Agreement and the\ntransactions contemplated hereby, (ii) approve or recommend, or propose publicly\nto approve or recommend, any Alternative Transaction, or (iii) cause Global to\nenter into any letter of intent, agreement in principle, acquisition agreement\nor other similar agreement (each a \"Global Acquisition Agreement\") related to\nany Alternative Transaction. Notwithstanding the foregoing, in the event that\nprior to the time the Global Stockholder Approval is obtained, the Board of\nDirectors of Global determines in good faith, after it has received a Global\nSuperior Proposal (as defined below) and after receipt of advice from outside\ncounsel, that the failure to do so would result in a reasonable likelihood that\nthe Board of Directors of Global would breach its fiduciary duties to Global\nstockholders under applicable law, then the Board of Directors of Global may\n(subject to this and the following sentences) inform Global stockholders that it\nno longer believes that the transactions contemplated by this Agreement are\nadvisable and no longer recommends approval of this Agreement and the\ntransactions contemplated hereby (a \" Global Subsequent Determination\"), but\nonly at a time that is after the fifth business day following U S WEST's receipt\nof written notice advising U S WEST that the Board of Directors of Global has\nreceived a Global Superior Proposal specifying the material terms and conditions\nof such Global Superior Proposal (and including a copy thereof with all\naccompanying documentation, if in writing), identifying the person making such\nGlobal Superior Proposal and stating that it intends to make a Global Subsequent\nDetermination. After providing such notice, Global shall provide a reasonable\nopportunity to U S WEST to make such adjustments in the terms and conditions of\nthis Agreement as would enable Global to proceed with its recommendation to its\nstockholders without a Global Subsequent Determination; provided, however, that\nany such adjustment shall be at the \n\n                                     -45-\n\n \ndiscretion of the Parties at the time. For purposes of this Agreement, a \"Global\nSuperior Proposal\" means any proposal (on its most recently amended or modified\nterms, if amended or modified) made by a Third Party to enter into an\nAlternative Transaction which the Board of Directors of Global determines in its\ngood faith judgment (based on, among other things, the advice of a financial\nadvisor of nationally recognized reputation) to be more favorable to Global's\nstockholders than the transactions contemplated by this Agreement taking into\naccount all relevant factors (including whether, in the good faith judgment of\nthe Board of Directors of Global, after obtaining the advice of a financial\nadvisor of nationally recognized reputation, the Third Party is reasonably able\nto finance the transaction, and any proposed changes to this Agreement that may\nbe proposed by U S WEST in response to such Alternative Transaction).\n\n                  (c) As promptly as practicable after the Registration\nStatement is declared effective under the Securities Act, U S WEST shall duly\ngive notice of, convene and hold a meeting of its stockholders (the \"U S WEST\nStockholders' Meeting\") in accordance with Delaware Law for the purposes of\nobtaining the approval of U S WEST Stockholders required to approve this\nAgreement and the transactions contemplated hereby (the \"U S WEST Stockholder\nApproval\") and shall, subject to the provisions of Section 7.2(d) hereof,\nthrough its Board of Directors, recommend to its stockholders the approval and\nadoption of this Agreement and the transactions contemplated hereby and shall\nuse its best efforts to obtain the U S WEST Stockholder Approval.\n\n                  (d) Neither the Board of Directors of U S WEST nor any\ncommittee thereof shall (i) except as expressly permitted by this Section\n7.2(d), withdraw, qualify or modify, or propose publicly to withdraw, qualify or\nmodify, in a manner adverse to Global, the approval or recommendation of such\nBoard of Directors or such committee of this Agreement or the transactions\ncontemplated hereby, (ii) approve or recommend, or propose publicly to approve\nor recommend, any Alternative Transaction, or (iii) cause U S WEST to enter into\nany letter of intent, agreement in principle, acquisition agreement or other\nsimilar agreement (each, a \"U S WEST Acquisition Agreement\") related to any\nAlternative Transaction. Notwithstanding the foregoing, in the event that prior\nto the time U S WEST Stockholder Approval is obtained, the Board of Directors of\nU S WEST determines in good faith, after it has received a U S WEST Superior\nProposal (as defined below) and after receipt of advice from outside counsel,\nthat the failure to do so would result in a reasonable possibility that the\nBoard of Directors of U S WEST would breach its fiduciary duties to U S WEST\nstockholders under applicable law, then the Board of Directors of U S WEST may\n(subject to this and the following sentences) inform U S WEST stockholders that\nit no longer believes that the transactions contemplated by this Agreement are\nadvisable and no longer recommends approval of this Agreement and the\ntransactions contemplated hereby (a \"U S WEST Subsequent Determination\"), but\nonly at a time that is after the fifth business day following Global's receipt\nof written notice advising Global that the Board of Directors of U S WEST has\nreceived a U S WEST Superior Proposal specifying the material terms and\nconditions of such U S WEST Superior Proposal (and including a copy thereof with\nall accompanying documentation, if in writing), identifying the person making\nsuch U S WEST Superior Proposal and stating that it intends to make a U S WEST\nSubsequent Determination. After providing such notice, U S WEST shall provide a\nreasonable opportunity to Global to make such adjustments in the terms and\nconditions of this Agreement as would enable U S WEST to proceed with its\nrecommendation to its stockholders without a U S WEST Subsequent Determination;\nprovided, however, that any such adjustment \n\n                                     -46-\n\n \nshall be at the discretion of the Parties at the time. For purposes of this\nAgreement a \"U S WEST Superior Proposal\" means any proposal (on its most\nrecently amended or modified terms, if amended or modified) made by a Third\nParty to enter into an Alternative Transaction which the Board of Directors of U\nS WEST determines in its good faith judgment (based on, among other things, the\nadvice of a financial advisor of nationally recognized reputation) to be more\nfavorable to U S WEST's stockholders than the transactions contemplated by this\nAgreement, taking into account all relevant factors (including whether, in the\ngood faith judgment of the Board of Directors of U S WEST, after obtaining the\nadvice of a financial advisor of nationally recognized reputation, the Third\nParty is reasonably able to finance the transaction, and any proposed changes to\nthis Agreement that may be proposed by Global in response to such Alternative\nTransaction).\n\n          Section 7.3 Additional Agreements. (a) Upon the terms and subject to\nthe conditions hereof and as soon as practicable after the conditions set forth\nin Article VIII hereof have been fulfilled or waived, each of the Parties,\nincluding, without limitation, Parent, U S WEST Merger Sub and Global Merger Sub\nwhen they become parties hereto, shall execute in the manner required by\nDelaware Law and Bermuda Law and deliver to and file with the Secretary of State\nof the State of Delaware and with the Registrar of Companies in Bermuda such\ninstruments and agreements as may be required by Delaware Law and Bermuda Law\nand the Parties shall take all such other and further actions as may be required\nby law to make the Mergers effective. Prior to the filings referred to in this\nSection 7.3(b), a closing (the \"Closing\") will be held at the offices of\nCadwalader, Wickersham &amp; Taft (or such other place as the Parties may agree) for\nthe purpose of confirming all the foregoing. The Closing will take place upon\nthe fulfillment or waiver of all of the conditions to closing set forth in\nArticle VIII of this Agreement, or as soon thereafter as practicable (the date\nof the Closing being herein referred to as the \"Closing Date\").\n\n          (b) Each of the Parties will comply in all material respects with all\napplicable laws and with all applicable rules and regulations of any\nGovernmental or Regulatory Authority, in connection with its execution, delivery\nand performance of this Agreement and the transactions contemplated hereby. Each\nof the Parties agrees to use all commercially reasonable efforts to obtain in a\ntimely manner all necessary waivers, consents and approvals and to effect all\nnecessary registrations and filings, and to use all commercially reasonable\nefforts to take, or cause to be taken, all other actions and to do, or cause to\nbe done, all other things necessary, proper or advisable to consummate and make\neffective as promptly as practicable the transactions contemplated by this\nAgreement. Without limiting the generality of the foregoing, each of Global and\nU S WEST shall promptly prepare and file a Premerger Notification in accordance\nwith the HSR Act, shall promptly comply with any requests for additional\ninformation, and shall use its commercially reasonable efforts to obtain\ntermination of the waiting period thereunder as promptly as practicable.\n\n          Section 7.4  Notification of Certain Matters. Each of Global and U S\nWEST shall give prompt notice to the other of the following:\n                       \n          (a) the occurrence or nonoccurrence of any event (including, without\nlimitation, with respect to Global, the transactions contemplated by the\nFrontier Merger Agreement) whose occurrence or nonoccurrence would be likely to\ncause either (i) any\n\n                                     -47-\n\n \nrepresentation or warranty contained in this Agreement to be untrue, inaccurate\nor incomplete in any material respect at any time from the date hereof to the\nEffective Time, in which case such Party shall promptly update and deliver to\nthe other Party any Schedules hereto which require an update to remain true,\naccurate and complete, or (ii) directly or indirectly, any Material Adverse\nEffect on such Party;\n\n                  (b)    any material failure of such Party, or any officer,\ndirector, employee or agent of any thereof, to comply with or satisfy any\ncovenant, condition or agreement to be complied with or satisfied by it\nhereunder;\n\n                  (c)      any facts relating to such Party which would make it\nnecessary or advisable to amend the Joint Proxy Statement or the Registration\nStatement in order to make the statements therein not misleading or to comply\nwith applicable law; provided, however, that the delivery of any notice pursuant\nto this Section 7.4 shall not limit or otherwise affect the remedies available\nhereunder to the Party receiving such notice; and\n\n                  (d)      its becoming aware of any fact, event or other\ninformation which reveals or indicates that the consummation of the Mergers\nwould or may result in any illegality, forfeiture or loss on the part of either\nParent, U S WEST or any of its Subsidiaries, or Global or any of its\nSubsidiaries.\n\n          Section 7.5 Access to Information. (a) From the date hereof to the\nEffective Time, each of Global and U S WEST shall, and shall cause its\nrespective Subsidiaries, and its and their officers, directors, employees,\nauditors, counsel and agents to afford the officers, employees, auditors,\ncounsel and agents of the other Party reasonable access during regular business\nhours to such Party's and its Subsidiaries' officers, employees, auditors,\ncounsel, agents, properties, offices and other facilities and to all of their\nrespective books and records, and shall furnish the other with all financial,\noperating and other data and information as such other Party may reasonably\nrequest.\n\n                  (b) Each of Global and U S WEST agrees that all non-public,\nconfidential information so received from the other Party shall be deemed\nreceived pursuant to the confidentiality agreement, dated as of May 3, 1999,\nbetween Global and U S WEST (the \"Confidentiality Agreement\") and such Party\nshall, and shall cause its Subsidiaries and each of its and their respective\nofficers, directors, employees, financial advisors, attorneys, accountants,\nconsultants and agents (\"Party Representatives ), to comply with the provisions\nof the Confidentiality Agreement with respect to such information, and the\nprovisions of the Confidentiality Agreement are hereby incorporated herein by\nreference with the same effect as if fully set forth herein.\n\n                  (c) Global shall use its commercially reasonable efforts to\nallow U S WEST and its Party Representatives such access to Frontier and its\nParty Representatives and Frontier's books and records and facilities as is\nallowed Global in connection with the Frontier Acquisition, subject to the\nexecution of a confidentiality agreement acceptable to Frontier.\n\n          Section 7.6  Public Announcements.  Global and U S WEST shall develop\na joint communications plan and each Party shall use all reasonable efforts to\nensure that all press \n\n                                     -48-\n\n \nreleases and other public statements with respect to the transactions\ncontemplated hereby shall be consistent with such joint communications plan or,\nto the extent inconsistent therewith, shall have received the prior written\napproval of the other Parties.\n\n          Section 7.7 Cooperation. (a) Upon the terms and subject to the\nconditions hereof, each of the Parties agrees to use its commercially reasonable\nefforts to take or cause to be taken all actions and to do or cause to be done\nall things necessary, proper or advisable to consummate the transactions\ncontemplated by this Agreement and shall use its commercially reasonable efforts\nto obtain all necessary waivers, consents and approvals from any Governmental or\nRegulatory Authority or other Person, and to effect all necessary filings under\nthe Securities Act, the Exchange Act and the HSR Act. Global and U S WEST agree\nto abide by and comply with any conditions that may be imposed by any\nGovernmental or Regulatory Authority as a condition of its waiver, consent or\napproval, including, without limitation, any conditions which are necessary in\norder to be in compliance with Section 271 of the Telecommunications Act of 1996\n(\"Section 271 Compliance\"). The Parties shall (i) cooperate in responding to\ninquiries from, and making presentations to, Governmental or Regulatory\nAuthorities; (ii) promptly inform the other Party of any material oral or\nwritten communication received by such Party from, or given by such party to any\nGovernmental or Regulatory Authority and of any material communication received\nor given in connection with any proceeding by a private Party, in each case\nregarding any of the transactions contemplated hereby; and (iii) consult with\neach other in advance of any meeting or conference with, or of making any filing\nor other written submission to, any such Governmental or Regulatory Authority\nor, in connection with any proceeding by a private party, with any other Person,\nand to the extent permitted by the applicable Governmental or Regulatory\nAuthority or other Person, give the other Party the opportunity to attend and\nparticipate in such meetings and conferences, or to review and approve any such\nfiling or other written submission, in each case regarding the Mergers. U S WEST\nand Global shall cooperate with each other, and use their respective\ncommercially reasonable efforts to take or cause to be taken and to do or cause\nto be done all things necessary, proper or advisable to ensure compliance with\nthe Telecommunications Act of 1996, including, without limitation, the amendment\nof this Agreement as may be necessary, proper or advisable in order to ensure\nsuch compliance.\n\n                  (b)  Notwithstanding subsection (a), U S WEST and Global shall\nuse their reasonable best efforts to secure or obtain any Required Regulatory\nApprovals, including, without limitation, certificates for operating rights and\nlicenses for use of spectrum.\n\n                  (c)  Each of U S WEST and Global shall cooperate with each\nother to eliminate or reduce to the extent possible any illegality, forfeiture\nor loss of which one may have notified the other pursuant to Section 7.4(d) in\norder to permit the consummation of the Mergers.\n\n          Section 7.8 Indemnification, Directors' and Officers' Insurance. For a\n period of six (6) years after the Effective Time, (a) U S WEST and Global shall\n maintain in effect the current provisions regarding indemnification of officers\n and directors contained in the charter and bylaws of U S WEST and Global and\n each of their respective Subsidiaries and any directors, officers or employees\n indemnification agreements of U S WEST and Global and their respective\n Subsidiaries, (b) U WEST and Global shall maintain in effect the current\n policies of directors' and officers' liability insurance and fiduciary\n liability insurance maintained by \n\n                                     -49-\n\n \n U S WEST and Global, respectively, (provided that U S WEST may substitute\n therefor policies of at least the same coverage and amounts containing terms\n and conditions which are, in the aggregate, no less advantageous to the insured\n in any material respect) with respect to claims arising from facts or events\n which occurred on or before the Effective Time, and (c) U S WEST and Global\n shall indemnify the directors and officers of U S WEST and Global,\n respectively, to the fullest extent to which U S WEST and Global are permitted\n to indemnify such officers and directors under their respective charters and\n bylaws and applicable law.\n\n          Section 7.9  Employee Benefit Plans.  Except as otherwise provided\nherein or set forth on Schedule 6.2, Global and U S WEST agree that, unless\notherwise mutually agreed, they (or their Subsidiaries, as applicable) may, but\nshall have no obligation to, maintain the U S WEST Benefit Plans and the Global\nBenefit Plans as separate plans after the Effective Time with respect to\nemployees covered by such plans immediately prior to the Effective Time.\n\n          Section 7.10  Officers of Parent. Solomon D. Trujillo and Robert\nAnnunziata shall hold the position of Co-Chairmen of Parent, and they each shall\nalso hold the position of Co-Chief Executive Officers of Parent. The Co-Chief\nExecutive Officers of Parent shall appoint the senior management of Parent\nfollowing the Effective Time.\n\n\n          Section 7.11  Stock Exchange Listing.  Each of the Parties shall use\nits reasonable best efforts to obtain, prior to the Effective Time, the approval\nfor listing on the NYSE or Nasdaq, effective upon official notice of issuance,\nof the shares of Parent Class A Common Stock and Parent Class B Common Stock.\n\n\n          Section 7.12  Post-Mergers Parent Board of Directors; Executive\nCommittee. (a) At the Effective Time, the total number of persons serving on the\nBoard of Directors of Parent shall be twenty two (22) (unless otherwise agreed\nin writing by Global and U S WEST prior to the Effective Time). The persons to\nserve initially on the Board of Directors of Parent at the Effective Time shall\nbe selected as follows: ten (10) directors shall be designated by each of U S\nWEST and Global, and the remaining two (2) directors shall be designated by U S\nWEST and shall be independent directors not affiliated with U S WEST or Global\nin any manner; provided, however, that the additional two (2) directors shall be\nreasonably satisfactory to Global. Each such person shall serve as a director\nuntil their successor is elected or appointed in accordance with the Bylaws of\nParent and qualified.\n\n          (b) The Board of Directors of Parent shall have at the Effective Time\nan Executive Committee, which shall be comprised of three (3) directors\ndesignated by U S WEST and three (3) directors designated by Global, and which\nshall exercise the authority granted to it by the Bylaws of Parent. Each of\nGlobal and U S WEST shall take such action as shall reasonably be deemed by\neither thereof to be advisable to give effect to the provisions set forth in\nthis section, including but not limited, to incorporating such provisions in the\nBylaws of Parent in effect at the Effective Time. The Bylaws of Parent shall\nprovide that the executive committee will have the full powers which may be\ngranted to it by the Board of Directors under Delaware Law, except as otherwise\nprovided by resolutions of the Board of Directors.\n\n          Section 7.13 No Shelf Registration. Parent shall not be required to\namend or maintain the effectiveness of the Registration Statement for the\npurpose of permitting resale of \n\n                                     -50-\n\n \nthe shares of Parent Class A Common Stock or Parent Class B Common Stock\nreceived pursuant hereto by the Persons who may be deemed to be \"affiliates\" of\nGlobal or U S WEST within the meaning of Rule 145 promulgated under the\nSecurities Act. The shares of Parent Class A Common Stock or Parent Class B\nCommon Stock issuable upon exercise of options pursuant to Section 2.8 or\nSection 3.8 hereof shall be registered under the Securities Act and such\nregistration shall be effective at the time of issuance.\n\n          Section 7.14 Affiliates. Each of Global and U S WEST (i) has disclosed\nto the other on Schedule 7.14 hereof all persons who are, or may be, as of the\ndate hereof its Affiliates for purposes of Rule 145 under the Securities Act,\nand (ii) shall use all reasonable efforts to cause each person who is identified\nas an \"affiliate\" of it on Schedule 7.14 to deliver to the other as promptly as\npracticable but in no event later than the Closing Date, a signed agreement\nsubstantially in the form previously agreed to by Global and U S WEST. Global\nand U S WEST shall notify each other from time to time of any other persons who\nthen are, or may be, such an \"affiliate\" and use all reasonable efforts to cause\neach additional person who is identified as an \"affiliate\" to execute a signed\nagreement as set forth in this Section 7.14.\n\n          Section 7.15 Blue Sky.  Global and U S WEST will use their best\nefforts to obtain prior to the Effective Time all necessary state securities or\n\"blue sky\" Permits and approvals required to permit the distribution of the\nshares of Parent Class A Common Stock or Parent Class B Common Stock to be\nissued in accordance with the provisions of this Agreement.\n\n\n          Section 7.16 Tax-Free Exchange.  Each of the Parties will use its\nreasonable efforts, and each agrees to cooperate with the other and provide each\nother with such documentation, information and materials, as may be reasonably\nnecessary, proper or advisable, to cause the transactions to be effected\npursuant to this Agreement to qualify for U.S. federal income tax purposes as a\ntax-free exchange or a series of exchanges.\n\n          Section 7.17 Determination of Class B to Class A Value Ratio. At such\ntime as may be agreed by U S WEST and Global, but in no event later than sixty\n(60) days prior to the anticipated Effective Time, U S WEST and Global will each\nretain, and provide relevant information to, a nationally recognized investment\nbanking firm (each, an \"appraiser\") to determine the \"Class B to Class A Value\nRatio\". The Class B to Class A Value Ratio shall be determined by dividing the\n\"Global Value\" by the \"Local Value\" (rounded to the nearest 1\/10,000). The\nGlobal Value shall represent the fully distributed equity value of the Global\nGroup (as such term is defined for the purposes of such determination pursuant\nto Section 7.24), and the Local Value shall represent the fully distributed\nequity value of the Local Group (as such term is defined for the purposes of\nsuch determination pursuant to Section 7.24), in each case, calculated as if\neach such group were an independent, publicly traded and widely held company.\nGlobal and U S WEST shall instruct the appraisers to meet and work together for\na period of two weeks to resolve their differences, if any, as to the\ncalculation of such ratios. If the appraisers are able to resolve their\ndifference as to such calculations during such period, then the joint decision\nof the appraisers will be the Class B to Class A Value Ratio. If the difference\nbetween the determinations submitted by each appraiser is less than 10.0 percent\nof the lowest of such determinations, then the \n\n                                     -51-\n\nappraisers will in turn select a third nationally recognized banking firm to\nmake such determination. The average of the determinations submitted by the\nappraisers shall be the Class B to Class A Value Ratio. If the difference\nbetween the determinations submitted by each appraiser equals or exceeds 10.0\npercent of the lowest of such determinations, then the appraisers will in turn\nselect a third nationally recognized investment banking firm to make such\ndetermination. The average of the determinations provided by such third firm and\nthe determination submitted by the appraiser retained by Global or U S WEST that\nis closest to the determination provided by such third firm shall be the Class B\nto Class A Value Ratio; provided, however, that the Class B to Class A Value\nRatio shall not be less than the lower of the proposed Class B to Class A Value\nRatios submitted by the appraisers nor greater than the higher of the proposed\nClass B to Class A Value Ratios submitted by the appraisers.\n\n                  In determining the Class B to Class A Value Ratio, each\nappraiser (including any third investment banking firm engaged as provided above\nin this Section 7.17) will employ methodologies and analyses consistent with\nthose traditionally utilized by investment banking firms in performing public\ncompany valuations including:\n\n                   (i)  reviewing publicly available information concerning the\nproposed businesses, assets and liabilities of such groups,\n\n                   (ii) reviewing other financial information concerning the\nproposed businesses, assets and liabilities of such groups, including financial\nforecasts to be provided by Global and U S WEST management relating to the\nproposed businesses, assets and liabilities of such groups, respectively,\nincluding any costs or benefits accruing to such groups as a result of the\nMergers as well as the intercompany relationships between the Global Group and\nthe Local Group,\n\n                   (iii) performing reasonable due diligence, including\ndiscussing the proposed businesses, assets and liabilities of such groups with\nofficers of Global and U S WEST, and\n\n                   (iv)  considering such other information, financial studies,\nanalyses, investigations and financial, economic and market criteria that the\nappraiser deems relevant.\n\nSuch valuations will not give effect to any tracking stock, initial public\noffering, shareholder concentration or other similar factors that may adversely\nimpact the Global Value or Local Value. Global and U S WEST shall each use\nreasonable best efforts to supply to the appraisers such information, analyses\nand access to books, records and personnel as the appraisers may reasonably\nrequest. The fees and expenses of the third appraiser will be split evenly\nbetween U S WEST and Global.\n\n          Section 7.18 Permitted Acquisitions. During the period from the date\nof this Agreement through the Closing Date, each of Global and U S WEST may\nengage in acquisition transactions taking the form of a stock acquisition, asset\nacquisition, merger or similar type form of transaction (\"Acquisitions\");\nprovided, however, that such transactions comply with this Section 7.18. Each of\nGlobal and U S WEST may engage in Acquisitions having an aggregate consideration\nvalue of $3 billion (including assumptions of debt) and in the case of Global\nexcept as set forth on Schedule 7.18. Any Acquisition in excess of such amount\nshall require the prior written consent of the other party.\n\n                                     -52-\n\n \n          Section 7.19 Certain Transactions. (a) Global will (i) use its\nreasonable best efforts to close the transactions contemplated by the Frontier\nMerger Agreement (the \"Frontier Acquisition\") in accordance with the terms\nthereof, (ii) not take any action which would materially adversely impact the\ntiming of the closing of the transactions contemplated by the Frontier Merger\nAgreement or the ability of Global to satisfy the conditions precedent to the\nclosing of the transactions contemplated by the Frontier Merger Agreement, and\n(iii) not waive or amend any material economic provision of the Frontier Merger\nAgreement without the prior written approval of U S WEST; provided, however,\nthat, without U S WEST's consent, Global may increase the merger consideration\nin the Frontier Merger in the event an Acquisition Proposal (as defined in the\nFrontier Merger Agreement) is made to Frontier, but, if the increase is in cash,\nnot in excess of the amount then available for acquisitions set forth in Section\n7.18 hereof which shall thereafter reduce the amounts available for acquisition.\n\n                  (b) Global will use its reasonable efforts to close the\ntransactions contemplated by the agreement governing Global's acquisition (the\n\"C&amp;W Acquisition Agreement\") of Cable &amp; Wireless Global Marine (\"C&amp;W\") in\naccordance with the terms thereof, and (ii) not take any action which would\nmaterially adversely impact the timing of the closing of the transactions\ncontemplated by the C&amp;W Acquisition Agreement or the ability of Global to\nsatisfy the conditions precedent to the closing of the transactions contemplated\nby the C&amp;W Acquisition Agreement.\n\n          Section 7.20 Interim Dividend Policy. Global shall not, without the\nprior written consent of U S WEST, declare, set aside or pay any dividend or\ndistribution payable in cash, stock, property or otherwise (a \"Dividend\") with\nrespect to shares of Global Common Stock. U S WEST shall be permitted, without\nthe prior written consent of Global, to declare and pay Dividends with respect\nto shares of U S WEST Common Stock in the ordinary course of business and in a\nmanner consistent with past practice not in excess of $0.75 per quarter. In\naddition, U S WEST may declare and pay to stockholders of record on the date\nimmediately prior to the Effective Time (i) a special dividend of $1.00 per\nshare and (ii) the pro rata portion of the then regular quarterly dividend\nthrough such date.\n\n          Section 7.21 Subsidiary Definition. Upon consummation of the Frontier\nAcquisition and the C&amp;W Acquisition, Frontier and C&amp;W shall each be a Subsidiary\nof Global for all purposes of this Agreement; provided that (i) in no event\nshall Global be required to make or be deemed to be required to make any\nrepresentation and warranty pursuant to Article V or Section 9.3 regarding\nFrontier, C&amp;W or any of their respective subsidiaries if such representation and\nwarranty was not made or given to Global in connection with the consummation of\nthe Frontier Acquisition, in the case of Frontier and its Subsidiaries, and the\nacquisition of C&amp;W, in the case of C&amp;W and its Subsidiaries, and (ii) no breach\nof a representation and warranty shall be deemed to exist by reason of the\nfailure of any Schedule referred to in Article V which requires disclosure of\nspecified information concerning Global Subsidiaries to include responsive\ndisclosure concerning Frontier, C&amp;W or any of their respective subsidiaries.\n\n          Section 7.22  Exchange Procedures. If, in consultation with Nasdaq and\nthe NYSE, the parties determine that the procedures contemplated by Section 2.4\nmay interfere with the orderly market trading of the Global Common Stock and\/or\nU S WEST Common Stock or \n\n                                     -53-\n\n \nmay otherwise be inadvisable, then the parties shall negotiate in good faith to\nprovide for alternative procedures.\n\n\n         Section 7.23    Services Agreement. U S WEST and Global will use\nreasonable best efforts to enter into a retail marketing and services agreement\nwithin thirty (30) days of the date of this Agreement covering the marketing of\nU S WEST's services and the purchase by U S WEST of Global's services. U S WEST\nand Global further agree to use reasonable best efforts to enter into an arms-\nlength agreement to form and operate outside of U S WEST's service territory a\ndata-focused competitive local exchange carrier.\n\n          Section 7.24 Certain Definitions. No later than the time the Parties\nengage the appraisers pursuant to Section 7.17, U S WEST and Global will agree\non the definitions of Global Group and Local Group (as such terms are\ncontemplated to be used for purposes of Parent's Certificate of Incorporation)\nto be used for purposes of the determination of the Class B to Class A Value\nRatio and for purposes of Parent's Certificate of Incorporation, which\ndetermination shall, to the extent practicable, be made consistent with the\npresent intent of the parties as set forth in Section 1.1.\n\n\n                                 ARTICLE VIII\n\n                          CONDITIONS TO THE MERGERS \n\n          Section 8.1  Conditions to Obligations of Each Party to Effect the\nMergers. The respective obligations of each Party to effect the Mergers shall be\nsubject to the following conditions:\n\n                 (a)  Stockholder Approval.  The Mergers and this Agreement\nshall have been approved and adopted by the requisite vote of the stockholders\nof each of Global and U S WEST and the issuance of Parent Class A Common Stock\nand Parent Class B Common Stock pursuant to the Mergers shall have been approved\nby the requisite vote of the stockholders of Parent, in each case in accordance\nwith Delaware Law and Bermuda Law and the rules of the Nasdaq and the NYSE, as\napplicable;\n\n\n                 (b) Legality.  No federal, state or foreign statute,\nrule, regulation, executive order, decree or injunction shall have been enacted,\nentered, promulgated or enforced by any Governmental or Regulatory Authority\nwhich is in effect and has the effect of (i) making either of the Mergers\nillegal or otherwise prohibiting the consummation of either of the Mergers, or\n(ii) creating a Material Adverse Effect on Global, or on U S WEST;\n\n                 (c) HSR Act. Any waiting period applicable to the consummation\nof the Mergers under the HSR Act shall have expired or been terminated;\n\n                  (d) Regulatory Matters. All Permits from, approvals of, or\ndeclarations or filings with, and all expirations of waiting periods imposed by,\nany Governmental or Regulatory Authority (all of the foregoing, \"Consents\")\nwhich are necessary for the consummation of the transactions contemplated\nhereby, other than Consents the failure to obtain which would have no Material\nAdverse Effect on the consummation of the transactions contemplated hereby and\nno \n\n                                     -54-\n\n \nMaterial Adverse Effect on Parent, S WEST or Global, shall have been filed, have\noccurred or have been obtained in form and under terms and conditions acceptable\nto U S WEST and Global (all such Permits, approvals, declarations, filings and\nexpiration or lapse of all such waiting periods being referred to as the\n\"Required Regulatory Approvals\") and all such Required Regulatory Approvals\nshall be in full force and effect; provided, however, that a Required Regulatory\nApproval shall not be deemed to have been obtained if the period for review or\nreconsideration thereof has not expired or if in connection with the grant\nthereof there shall have been an imposition by any Governmental or Regulatory\nAuthority of any condition, requirement, restriction or change of regulation, or\nany other action directly or indirectly related to such grant taken by such\nGovernmental or Regulatory Authority, which would reasonably be expected to\nprevent or materially delay the consummation of the transactions contemplated\nhereby or have a material adverse effect on the consummation of the transaction\ncontemplated hereby or a Material Adverse Effect on Parent, Global and its\nSubsidiaries, taken as a whole, or U S WEST; and provided further, however, that\n(A) the imposition of conditions by any Governmental or Regulatory Authority\nrelating to Section 271 Compliance, such as a restriction on the provision of\ncertain services by any Party, or (B) the withholding of approval by any\nGovernmental or Regulatory Authority pending the completion of actions required\nof any Party to eliminate or resolve any regulatory problems (including, without\nlimitation, any problems regarding Section 271 Compliance), shall not in and of\nitself be deemed to result in the failure to satisfy the condition set forth in\nthis subsection (d);\n\n                  (e) Registration Statement Effective.  The Registration\nStatement shall have become effective prior to the mailing by each of Global and\nU S WEST of the Joint Proxy Statement to its respective stockholders, no stop\norder suspending the effectiveness of the Registration Statement shall then be\nin effect, and no proceedings for that purpose shall then be threatened by the\nSEC or shall have been initiated by the SEC and not concluded or withdrawn;\n\n                  (f) Blue Sky. All state securities or \"blue sky\" Permits or\napprovals required to carry out the transactions contemplated hereby shall have\nbeen received;\n\n                  (g) Stock Exchange Listing. The shares of Parent Class A\nCommon Stock and the shares of Parent Class B Common Stock shall have been duly\napproved for listing on the NYSE or Nasdaq, subject to official notice of\nissuance;\n\n                  (h) Consents Under Global Agreements. Global shall have\nobtained the consent or approval of any Person whose consent or approval shall\nbe required under any agreement or instrument in order to permit the\nconsummation of the transactions contemplated hereby except those which the\nfailure to obtain would not, individually or in the aggregate, have a Material\nAdverse Effect on Parent, U S WEST, or Global;\n\n                  (i)  Consents Under U S WEST Agreements. U S WEST shall\nhave obtained the consent or approval of any Person whose consent or approval\nshall be required under any agreement or instrument in order to permit the\nconsummation of the transactions contemplated hereby except those which the\nfailure to obtain would not, individually or in the aggregate, have a Material\nAdverse Effect on Parent, U S WEST, or Global;\n\n                                     -55-\n\n \n\n                  (j)  Frontier Acquisition. Global shall have consummated its\nacquisition of Frontier (the \"Frontier Acquisition\") in accordance with the\nterms and provisions of that certain Agreement and Plan of Merger dated as of\nMarch 16, 1999, among Global, a wholly-owned subsidiary of Global, and Frontier\n(the \"Frontier Merger Agreement\"); and\n\n                  (k)  Bermuda Approval. Global shall have either filed (i) a\nnotice of discontinuance with the Registrar of Companies of Bermuda under\nSection 132H of the Companies Act 1981 of Bermuda (the \"Companies Act\"), (ii) an\napplication to the Supreme Court of Bermuda under Section 99 of the Companies\nAct for the sanctioning of a proposed arrangement between Global and persons\npermitted under such statute, or (iii) filed an application with the Registrar\nof Companies of Bermuda for a Certificate of Amalgamation under Sections 104 and\n108 of the Companies Act in connection with the Global Merger.\n\n          Section 8.2  Additional Conditions to Obligations of Global. The\nobligations of Global to effect the Mergers are also subject to the fulfillment\nof the following conditions:\n\n                 (a) Representations and Warranties. The representations and\nwarranties of U S WEST set forth in this Agreement shall have been true and\ncorrect on the date hereof and, without giving effect to any materiality\nqualifications or limitations therein, on and as of the Closing Date as though\nmade on the Closing Date (except to the extent that any representation or\nwarranty expressly speaks as of an earlier date, in which case it shall be true\nand correct as of such date) except (i) for changes permitted under Section 6.2\nhereof or otherwise contemplated by this Agreement, and (ii) for such failures\nto be true and correct which in the aggregate would not reasonably be expected\nto result in a Material Adverse Effect on U S WEST.\n\n                  (b) Agreements and Covenants. U S WEST shall have performed or\ncomplied in all material respects with all agreements and covenants required by\nthis Agreement to be performed or complied with by it on or before the Effective\nTime; provided, however, that for purposes of this Section 8.2(b) only, such\nagreements and covenants shall be deemed to have been complied with unless the\nfailure or failures of such agreements and convenants to have been complied with\n(without regard to materiality qualifiers contained therein), individually or in\nthe aggregate, results or which would reasonably be expected to result in a\nMaterial Adverse Effect on Global, or Parent (after the Effective Time), or a\nmaterial adverse effect on the consummation of the transactions contemplated\nhereby;\n\n                  (c) Certificates.  Global shall have received a\ncertificate of an executive officer of U S WEST to the effect set forth in\nparagraphs (a) and (b) above;\n\n                  (d) Tax Opinion. Global shall have received an opinion of\nSkadden, Arps, Slate, Meagher &amp; Flom LLP, special counsel to Global, dated as of\nthe Closing Date, in form and substance reasonably satisfactory to Global,\nsubstantially to the effect that, on the basis of the facts, representations and\nassumptions set forth or referred to in such opinion, the consummation of the\ntransactions to be effected pursuant to this Agreement (including the Mergers)\nwill for U.S. federal income tax purposes (i) constitute a tax-free exchange of\nshares of Global Common Stock for shares of Parent Common Stock (ii) be a\nnon-recognition transaction for both Global and Parent. In rendering such\nopinion, Skadden, Arps, Slate, Meagher &amp; Flom LLP may require and rely upon\nrepresentations and covenants including those contained in \n\n                                     -56-\n\n \ncertificates of officers of Parent, Global and U S WEST and others.\nAdditionally, in the event the opinion referred to in Section 8.3(d) (iii) is\nnot rendered to U S WEST, then Global shall not be obligated to effect the\nMergers, notwithstanding a waiver of the condition referred to in such clause by\nU S WEST, provided that Global has received an opinion of Skadden, Arps, Slate,\nMeagher &amp; Flom LLP, dated prior to the Effective Time, that there exists a\nsubstantial likelihood of a Tax liability that would result in a Material\nAdverse Effect on U S WEST or Parent, as the case may be.\n\n                  (e)  Affiliate Agreements.  Global shall have received the\nagreements required by Section 7.14 hereof to be delivered by the U S WEST\n\"affiliates,\" duly executed by each \"affiliate\" of U S WEST.\n\n                  (f)  Board of Directors. U S WEST shall have taken all such\nactions as shall be necessary so that at the Effective Time, the composition of\nParent's Board shall comply with Section 7.12 hereof.\n\n\n          Section 8.3  Additional Conditions to Obligations of U S WEST. The\nobligations of U S WEST to effect the Mergers are also subject to the\nfulfillment of the following conditions:\n\n                  (a) Representations and Warranties. The representations and\nwarranties of Global set forth in this Agreement shall have been true and\ncorrect on the date hereof and, without giving effect to any materiality\nqualifications or limitations therein, on and as of the Closing Date as though\nmade on the Closing Date (except to the extent that any representation or\nwarranty expressly speaks as of an earlier date, in which case it shall be true\nand correct as of such date) except (i) for changes permitted under Section 6.2\nhereof or otherwise contemplated by this Agreement, and (ii) for such failures\nto be true and correct which in the aggregate would not reasonably be expected\nto result in a Material Adverse Effect on Global.\n\n                  (b) Agreements, Covenants. Global shall have performed or\ncomplied in all material respects with all agreements and covenants required by\nthis Agreement to be performed or complied with by it on or before the Effective\nTime; provided, however, that for purposes of this Section 8.3(b) only, such\nagreements and covenants shall be deemed to have been complied with unless the\nfailure or failures of such agreements and covenants to have been complied with\n(without regard to materiality qualifiers contained therein), individually or in\nthe aggregate, results or would reasonably be expected to result in a Material\nAdverse Effect on U S WEST, either with or without including its ownership of\nGlobal and its Subsidiaries after the Merger, or a material adverse effect on\nthe consummation of the transactions contemplated hereby.\n\n                  (c) Certificates. U S WEST shall have received a certificate\nof an executive officer of Global to the effect set forth in paragraphs (a) and\n(b) above.\n\n                  (d) Tax Opinion. U S WEST shall have received an opinion of\nCadwalader, Wickersham &amp; Taft, special counsel to U S WEST, dated as of the\nEffective Time, in form and substance reasonably satisfactory to U S WEST,\nsubstantially to the effect that, on the basis of the facts, representations and\nassumptions set forth or referred to in such opinion, the consummation of the\ntransactions to be effected pursuant to this Agreement (including the \n\n                                     -57-\n\n \nMergers) will for U.S. federal income tax purposes (i) not cause the spinoff of\nU S WEST completed on June 12, 1998, to become taxable, including taxability\npursuant to Section 355(e) of the Code, (ii) constitute for U.S. federal income\ntax purposes a tax-free exchange of shares of U S WEST Common stock for shares\nof Parent Common Stock, and (iii) be a non-recognition transaction as to U S\nWEST and Parent. Additionally, in the event the opinion referred to in Section\n8.2(d)(ii) is not rendered with respect to Global or Parent, then U S WEST shall\nnot be obligated to effect the Mergers, notwithstanding a waiver of the\ncondition referred to in such clause by Global, provided that U S WEST has\nreceived an opinion of Cadwalader, Wickersham &amp; Taft, dated prior to the\nEffective Time, that there exists a substantial likelihood of a Tax liability\nthat would represent a Material Adverse Effect to Global or Parent, as the case\nmay be. In rendering the opinion referred to in the first sentence of this\nsubsection (d), Cadwalader, Wickersham &amp; Taft may require and rely upon\nrepresentations and covenants including those contained in certificates of\nofficers of Parent, U S WEST and Global and others.\n\n                  (e) Affiliate Agreements.  U S WEST shall have received\nthe agreements required by Section 7.14 hereof to be delivered by the Global\n\"affiliates,\" duly executed by each \"affiliate\" of Global.\n\n\n                  (f) Board of Directors.  Global shall have taken all such\nactions as shall be necessary so that at the Effective Time, the composition of\nParent's Board shall comply with Section 7.12 hereof.\n\n                  (g) Accounting Treatment. The Mergers shall have been\naccounted for under the purchase method of accounting with U S WEST as the\nacquiror.\n\n\n                                  ARTICLE IX\n\n                       TERMINATION, AMENDMENT AND WAIVER\n\n          Section 9.1  Termination.  This Agreement may be terminated at any\ntime before the Effective Time, in each case as authorized by the respective\nBoard of Directors of Global or U S WEST:\n\n         (a)  By mutual written consent of each of Global and U S WEST;\n\n         (b)  By either Global or U S WEST if the Mergers shall not have been\nconsummated on or before May 16, 2000 (the \"Termination Date\"); provided,\nhowever, that the right to terminate this Agreement under this Section 9.1(b)\nshall not be available to any Party whose failure to fulfill any obligation\nunder this Agreement has been the cause of, or resulted in, the failure of the\nEffective Time to occur on or before the Termination Date; and provided further,\nhowever, that if on the Termination Date the conditions to the Closing set forth\nin Sections 8.1(c) or (d) shall not have been fulfilled, but all other\nconditions to the Closing shall be fulfilled or shall be capable of being\nfulfilled, then the Termination Date shall be extended to November 30, 2000;\n\n        (c)   By either Global or U S WEST if any Governmental or Regulatory\nAuthority shall have issued an order, decree or ruling or taken any other action\n(which order, \n\n                                     -58-\n\n \ndecree or ruling the Parties shall use their commercially reasonable efforts to\nlift), in each case permanently restraining, enjoining or otherwise prohibiting\nthe transactions contemplated by this Agreement, and such order, decree, ruling\nor other action shall have become final and nonappealable;\n\n          (d) (i) by Global, (A) if U S WEST shall have breached or failed to\nperform in any material respect any of its representations, warranties, covenant\nor other agreement contained in this Agreement, which breach or failure to\nperform (1) is incapable of being cured by U S WEST prior to the Termination\nDate, and (2) renders any condition under Sections 8.1 or 8.2 incapable of being\nsatisfied prior to the Termination Date, or (B) if a condition under Sections\n8.1 or 8.2 to Global's obligations hereunder cannot be satisfied prior to the\nTermination Date;\n\n                         (ii) by U S WEST, (A) if Global shall have breached or\nfailed to perform in any material respect any of its representations,\nwarranties, covenants or other agreements contained in this Agreement, which\nbreach or failure to perform (1) is incapable of being cured by Global prior to\nthe Termination Date, and (2) renders any condition under Sections 8.1 and 8.3\nincapable of being satisfied prior to the Termination Date, or (B) if a\ncondition under Sections 8.1 or 8.3 to U S WEST's\nobligation hereunder cannot be satisfied prior to the Termination Date;\n\n          (e) By either Global or U S WEST if the Board of Directors of the\nother or any committee of the Board of Directors of the other (i) shall fail to\ninclude in the Joint Proxy Statement its recommendation without modification or\nqualification that its stockholders approve this Agreement and the applicable\nMerger, (ii) shall withdraw or modify in any adverse manner its approval or\nrecommendation of this Agreement or the applicable Merger, (iii) shall fail to\nreaffirm such approval or recommendation upon such Party's request, (iv) shall\napprove or recommend any Alternative Transaction, or (v) shall resolve to take\nany of the actions specified in this Section 9.1(e);\n\n          (f) By either Global or U S WEST if the Global Stockholder Approval or\nthe U S WEST Stockholder Approval shall fail to have been obtained at a duly\nheld stockholders meeting of either of such companies, including any\nadjournments thereof, or by Global if Global determines that the appraisal of\nthe fair value of Global Common Stock, as determined by the Bermuda Court, is\nexcessive;\n\n          (g) By Global, if U S WEST shall have failed to consummate, purchase\nand pay for shares of Global Common Stock pursuant to the U S WEST Tender Offer\nby July 31, 1999; provided, however, that such date shall be extended to August\n30, 1999, if the waiting period under the HSR Act applicable to the U S WEST\nTender Offer shall not have expired or been terminated by July 31, 1999; or\n\n         (h) (i) by Global, in the event that prior to the time the Global\nStockholder Approval is obtained, (A) the Board of Directors of Global\ndetermines in good faith, in response to a Global Superior Proposal and after\nreceipt of advice from outside counsel, that the failure to terminate this\nAgreement in order to accept such Global Superior Proposal would result in a\nreasonable likelihood that the Board of Directors of Global would breach its\nfiduciary duties to \n\n                                     -59-\n\n \nGlobal stockholders under applicable law, and (B) Global has\ncomplied with the requirements of Section 7.2(b) with respect to such Global\nSuperior Proposal; provided that termination pursuant to this Section shall not\nbe effective until payment of the U S WEST Termination Fee pursuant to Section\n9.2(c);\n\n                   (ii) by U S WEST, in the event that prior to the time the U S\n         WEST Stockholder Approval is obtained, (A) the Board of Directors of U\n         S WEST determines in good faith, in response to a U S WEST Superior\n         Proposal and after receipt of advice from outside counsel, that the\n         failure to terminate this Agreement in order to accept such U S WEST\n         Superior Proposal would result in a reasonable likelihood that the\n         Board of Directors of U S WEST would breach its fiduciary duties to U S\n         WEST stockholders under applicable law, and (B) U S WEST has complied\n         with the requirements of Section 7.2(b) with respect to such U S WEST\n         Superior Proposal; provided that termination pursuant to this Section\n         shall not be effective until payment of the Global Termination Fee\n         pursuant to Section 9.2(b); or\n\n                   (iii) by Global or U S WEST if the Frontier Merger Agreement\n         shall have been terminated in accordance with its terms.\n\n          Section 9.2  Effect of Termination.  (a)  In the event of termination\nof this Agreement as provided in Section 9.1 hereof, and subject to the\nprovisions of Section 11.1 hereof, this Agreement shall forthwith become void\nand there shall be no liability on the part of any of the Parties, except (i) as\nset forth in this Section 9.2 and in Sections 4.16, 5.16, 7.5, and 11.3 hereof,\nand (ii) nothing herein shall relieve any Party from liability for any willful\nbreach hereof.\n\n\n                  (b) If this Agreement (i) is terminated by Global pursuant to\nSection 9.1(e) hereof, (ii) could have been (but was not) terminated by Global\npursuant to Section 9.1(e) hereof and is subsequently terminated by U S WEST or\nGlobal pursuant to Section 9.1(e) because of the failure to obtain the U S WEST\nStockholder Approval, (iii)(A) could not have been terminated by Global pursuant\nto Section 9.1(e) hereof but is subsequently terminated by U S WEST or Global\npursuant to Section 9.1(f) because of the failure to obtain the U S WEST\nStockholder Approval, (B) prior to the U S WEST Stockholders' Meeting there\nshall have been an offer or proposal for, an announcement of any intention with\nrespect to (including the filing of a statement of beneficial ownership on\nSchedule 13D discussing the possibility of or reserving the right to engage in),\nor any agreement with respect to, a transaction that would constitute an\nAlternative Transaction (as defined in Section 6.3(c) hereof, except that for\nthe purposes of this Section 9.2(b), the applicable percentage in clause (i) of\nsuch definition shall be forty percent (40%) involving U S WEST or any of U S\nWEST's Subsidiaries, and (C) within twelve (12) months after the termination of\nthis Agreement, U S WEST enters into a definitive agreement with any Third Party\nwith respect to an Alternative Transaction, (iv) is terminated by Global as a\nresult of U S WEST's material beach of Section 7.1, 7.2(a) or Section 7.2(b)\nhereof which in the case of Section 7.1 and Section 7.2(a) only, is not cured\nwithin thirty (30) days after notice thereof to U S WEST or (v) is terminated by\nU S WEST pursuant to Section 9.1(h)(ii), U S WEST shall pay to Global a\ntermination fee of $850,000,000 (the \"Global Termination Fee\").\n\n                                     -60-\n\n \n                  (c) If this Agreement (i) is terminated by U S WEST pursuant\nto Section 9.1(e) hereof, (ii) could have been (but was not) terminated by U S\nWEST pursuant to Section 9.1(e) hereof and is subsequently terminated by Global\nor U S WEST pursuant to Section 9.1(f) because of the failure to obtain the\nGlobal Stockholder Approval, (iii)(A) could not have been terminated by U S WEST\npursuant to Section 9.1(e) hereof but is subsequently terminated by Global or U\nS WEST pursuant to Section 9.1(f) because of the failure to obtain the Global\nStockholder Approval, (B) prior to the Global Stockholders' Meeting there shall\nhave been an offer or proposal for, an announcement of any intention with\nrespect to (including the filing of a statement of beneficial ownership on\nSchedule 13D discussing the possibility of or reserving the right to engage in),\nor any agreement with respect to, a transaction that would constitute an\nAlternative Transaction (as defined in Section 6.3(c) hereof, except that for\nthe purposes of this Section 9.2(c), the applicable percentage in clause (i) of\nsuch definition shall be forty percent (40%) involving Global or any of Global's\nSubsidiaries, and (C) within twelve (12) months after the termination of this\nAgreement, Global enters into a definitive agreement with any Third Party with\nrespect to an Alternative Transaction, (iv) is terminated by U S WEST as a\nresult of Global's material breach of Section 7.1, Section 7.2(c) or Section\n7.2(d) hereof which, in the case of Section 7.1 and Section 7.2(c) only, or (v)\nis terminated by Global pursuant to Section 9.1(h)(i), Global shall pay to U S\nWEST a termination fee of $850,000,000 (the \"U S WEST Termination Fee\").\n\n                  (d) Each termination fee payable under Section 9.2(b) and (c)\nabove shall be payable in cash, payable no later than one business day following\nthe delivery of notice of termination to the other Party, or, if such fee shall\nbe payable pursuant to clause (iii) of either Section 9.2(b) or (c), such fee\nshall be payable no later than one business day following the day such Party\nenters into the definitive agreement referenced in such clause (iii).\n\n\n                  (e) Global and U S WEST agree that the agreements contained in\nSections 9.2(b) and (c) above are an integral part of the transactions\ncontemplated by this Agreement and constitute liquidated damages and not a\npenalty. If one Party fails to promptly pay to the other any fee due under such\nSections 9.2(b) and (c), then the defaulting Party shall pay the costs and\nexpenses (including legal fees and expenses) in connection with any action,\nincluding the filing of any lawsuit or other legal action, taken to collect\npayment, together with interest on the amount of any unpaid fee at the publicly\nannounced prime rate of Citibank, N.A., from the date such fee was required to\nbe paid.\n\n          Section 9.3 Amendment. This Agreement may be amended by the Parties\npursuant to a writing adopted by action taken by all of the Parties at any time\nbefore the Effective Time; provided, however, that, after approval of this\nAgreement by the stockholders of Global or U S WEST, whichever shall occur\nfirst, no amendment may be made which would (a) alter or change the amount or\nkinds of consideration to be received by the holders of U S WEST Common Stock or\nGlobal Common Stock upon consummation of the Mergers, (b) alter or change any\nterm of the Certificate of Incorporation of Global or the Certificate of\nIncorporation of U S WEST, or (c) alter or change any of the terms and\nconditions of this Agreement if such alteration or change would adversely affect\nthe holders of any class or series of securities of Global or U S WEST. This\nAgreement may not be amended except by an instrument in writing signed by the\nParties.\n\n                                     -61-\n\n \n          Section 9.4 Waiver. At any time before the Effective Time, any Party\nmay (a) extend the time for the performance of any of the obligations or other\nacts of the other Parties, (b) waive any inaccuracies in the representations and\nwarranties contained herein or in any document delivered pursuant hereto, and\n(c) waive compliance with any of the agreements or conditions contained herein.\nAny agreement on the part of a Party to any such extension or waiver shall be\nvalid only as against such Party and only if set forth in an instrument in\nwriting signed by such Party.\n\n\n                                   ARTICLE X\n\n                                  DEFINITIONS\n\n          Section 10.1   Certain Definitions. For purposes of this Agreement,\n the following terms shall have the following meanings:\n \n          \"Affiliate\" of a Person means a Person that directly or\nindirectly, through one or more intermediaries, controls, is controlled by, or\nis under common control with, the first mentioned Person.\n\n          \"Agreement\" means this Agreement and Plan of Merger, together\nwith all of its schedules and exhibits.\n\n          \"Bermuda Law\" means the Bermuda Companies Act 1981.\n\n          \"Code\" means the Internal Revenue Code of 1986, as amended,\nand the Treasury regulations promulgated thereunder.\n\n          \"Control\" (including the terms \"controlled by\" and \"under\ncommon control with\") means the possession, direct or indirect, of the power to\ndirect or cause the direction of the management and policies of a Person,\nwhether through the ownership of stock, as trustee or executor, by contract or\ncredit arrangement or otherwise.\n\n          \"Delaware Law\" means the Delaware General Corporation Law, as\namended.\n\n          \"Exchange Act\" means the Securities Exchange Act of 1934, as\nthe same may be amended from time to time.\n\n          \"FCC\" means the United States Federal Communications Commission.\n\n          \"GAAP\" means United States generally accepted accounting principles.\n\n          \"Governmental or Regulatory Authority\" means any domestic or\nforeign, national, federal, state, county, city, local or other administrative,\nlegislative, regulatory or other governmental authority, commission, agency,\ncourt of competent jurisdiction or other judicial entity, tribunal, arbitrator,\noffice, principality, registry (including, but not limited to, with respect to\npatents, trademarks, designs, or copyrights), legislative or regulatory body,\ninstrumentality, or non-governmental, quasi-governmental, or private agency,\ncommission or authority or any arbitral tribunal exercising any regulatory or\ntaxing authority.\n\n                                     -62-\n\n \n                  \"HSR Act\" means the Hart-Scott-Rodino Antitrust Improvements\nAct of 1976, as the same may be amended from time to time.\n\n                  \"Knowledge\" of any Party means the actual knowledge of the\nexecutive officers of such Party.\n\n                  \"Material Adverse Effect\" means any change in or effect on the\nbusiness of the referenced Person or any of its Subsidiaries that is or will be\nmaterially adverse to the business, operations (including the income statement),\nmanagement, properties (including intangible properties), condition (financial\nor otherwise), assets, liabilities or regulatory status of such referenced\ncorporation and its Subsidiaries taken as a whole, but shall not include the\neffects of changes that are generally applicable in (i) the telecommunications\nindustry, (ii) the United States economy, or (iii) the United States securities\nmarkets.\n\n                  \"Person\" means an individual, corporation, partnership,\nlimited liability company, joint venture, association, joint stock company,\ntrust, unincorporated organization, entity or group (as defined in the Exchange\nAct) or a Governmental or Regulatory Authority.\n\n                  \"Securities Act\" means the Securities Act of 1933, as the same\nmay be amended from time to time.\n\n                  \"Significant Subsidiary\" means any Subsidiary which on the\ndate of determination is a \"significant subsidiary\" within the meaning of Rule\n1-02(w) of Regulation S-X promulgated under the Exchange Act.\n\n                  \"Subsidiary\", \"Global Subsidiary\", or \"U S WEST Subsidiary\"\nmeans any Person on the date of determination of which Global or U S WEST, as\nthe case may be (either alone or through or together with any other Subsidiary\nor Subsidiaries), owns, directly or indirectly, more than fifty percent (50%) of\nthe stock or other equity interests the holders of which are generally entitled\nto vote for the election of the board of directors or other governing body of\nsuch Person which, in the case of Global, shall pursuant to Section 7.21 include\nFrontier as of the closing of the Frontier Acquisition, C&amp;W as of the closing of\nthe acquisition of C&amp;W, and with respect to any other Person which Global may\nacquire after the date of this Agreement, such Person, as of the date of such\nacquisition.\n\n                  \"Tax\" or \"Taxes\" means any U.S. federal, state, local or\nforeign taxes of any kind, including, without limitation, those on or measured\nby or referred to as income, gross receipts, capital, sales, use, ad valorem,\nfranchise, profits, license, withholding, payroll, employment, excise,\nseverance, stamp, occupation, premium, value added, property or windfall profits\ntaxes, customs, duties, or similar fees, assessments, or charges of any kind\nwhatsoever, together with any interest and any penalties, additions to tax, or\nadditional amounts imposed by any Governmental or Regulatory Authority.\n\n                  \"Tax Returns\" means any U.S. federal, state, local or foreign\nreturn, report, or statement required to be filed with any Governmental or\nRegulatory Authority with respect to Taxes.\n\n                                     -63-\n\n \n                  \"Year 2000 Compliant\" means, with respect to any computer\nhardware, software, databases, automated systems or other computer and\ntelecommunications equipment owned or used by a Person, or included or\nincorporated in such Person's products (\"Systems\"), that such Systems are\ndesigned to be used prior to, during and after the calendar year 2000 A.D. and\nwill (i) operate normally, (ii) record, process, calculate, compare, sequence,\nor use dates properly, (iii) accurately determine intervals between and time\nelapsed among dates before, within and after such year, and (iv) otherwise\noperate without error relating to date data, specifically including any error\nrelating to, or the product of, date data which represents or references\ndifferent centuries or more than one century. Without limiting the generality of\nthe foregoing, \"Year 2000 Compliant\" means that such Person's Systems:\n\n                   (i)   will not abnormally terminate, malfunction or stop\n        processing upon encountering date data either from before, within or\n        after such year;\n\n                   (ii)  will properly identify leap years and process related\n        date data;\n\n                   (iii) have been designed to ensure Year 2000 Compliance,\nincluding, but not limited to, recognizing and recording the proper century\nassociated with date data and properly calculating same century and multi-\ncentury formulas and date values;\n\n                   (iv)  include user interfaces that properly display, record\nand accept date data in single century and multi-century cases; and\n\n                   (v)   properly send date data to, receive date data from, any\nother hardware, software and systems with which such Systems normally operate\nand interact, including on-site backup, hot-site companion and disaster recovery\nsystems, as well as properly recording, retaining and manipulating such date\ndata; provided, however, that such other hardware, software and Systems are\nthemselves Year 2000 Compliant.\n\n\n\n                                  ARTICLE XI\n\n                              GENERAL PROVISIONS\n\n          Section 11.1 Non-Survival of Representations, Warranties and\nAgreements. The representations, warranties and agreements in this Agreement\nshall terminate at the Effective Time or upon the termination of this Agreement\npursuant to Section 9.1 hereof, as the case may be, except that (a) the\nagreements set forth in Article I and Sections 2.4, 2.5, 2.6, 2.7, 7.8, and 7.12\nhereof shall survive the Effective Time indefinitely, (b) the agreements and\nrepresentations set forth in Sections 4.16, 5.10, 5.16, 7.5(b), 9.2 and 11.3\nhereof shall survive termination indefinitely, and (c) nothing contained herein\nshall limit any covenant or agreement of the Parties which by its terms\ncontemplates performance after the Effective Time.\n\n          Section 11.2 Notices.  All notices and other communications given or\nmade pursuant hereto shall be in writing and shall be deemed to have been duly\ngiven or made as of the date of receipt and shall be delivered personally or\nmailed by registered or certified mail (postage prepaid, return receipt\nrequested), sent by overnight courier or sent by telecopy, to the \n\n                                     -64-\n\n \nParties at the following addresses or telecopy numbers (or at such other address\nor telecopy number for a Party as shall be specified by like notice):\n\n                  (a)      if to Global:\n\n                                    Global Crossing Ltd.\n                                    45 Reid Street\n                                    Wessex House\n                                    Hamilton HM 12, Bermuda\n                                    Attention: James C. Gorton, Esq\n                                    Facsimile: (441) 296-8606\n\n                           with a copy to:\n\n                                    Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                                    300 South Grand Avenue\n                                    Los Angeles, California 90071\n                                    Attention: Brian J. McCarthy, Esq\n                                    Facsimile: (213) 687-5600\n\n                  (b)      if to U S WEST:\n\n                                    U S WEST, Inc.\n\n                                    1801 California Street\n                                    Denver, Colorado  80202\n                                    Attention: Mark Roellig, Esq.\n                                    Facsimile: (303) 298-8763\n\n                           with copy to:\n\n                                    Cadwalader, Wickersham &amp; Taft\n                                    100 Maiden Lane\n                                    New York, New York  10038-4892\n                                    Attention:  Dennis J. Block, Esq.\n                                    Facsimile:  (212) 504-6666\n\n          Section 11.3 Expenses. Except as otherwise provided herein, all costs\nand expenses incurred in connection with this Agreement and the transactions\ncontemplated hereby shall be paid by the Party incurring such costs and\nexpenses, except that those expenses incurred in connection with the printing of\nthe Joint Proxy Statement and the Registration Statement, as well as the filing\nfees related thereto and any filing fee required in connection with the filing\nof Premerger Notifications under the HSR Act, shall be shared equally by Global\nand U S WEST.\n\n          Section 11.4  Headings.  The headings contained in this Agreement are\nfor reference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n                                     -65-\n\n \n          Section 11.5  Severability.  If any term or other provision of this\nAgreement is invalid, illegal or incapable of being enforced by any rule of law\nor public policy, then all other conditions and provisions of this Agreement\nshall nevertheless remain in full force and effect so long as the economic or\nlegal substance of the transactions contemplated hereby is not affected in any\nmanner adverse to any Party. Upon such determination that any term or other\nprovision is invalid, illegal or incapable of being enforced, the Parties shall\nnegotiate in good faith to modify this Agreement so as to effect the original\nintent of the Parties as closely as possible in an acceptable manner to the end\nthat the transactions contemplated hereby are fulfilled to the maximum extent\npossible.\n\n          Section 11.6 Entire Agreement; No Third-Party Beneficiaries. This\nAgreement, the Tender Offer Agreement, the Standstill Agreement, the Voting\nAgreement and the Confidentiality Agreement constitute the entire agreement and,\nexcept as expressly set forth herein, supersedes any and all other prior\nagreements and undertakings, both written and oral, among the Parties, or any of\nthem, with respect to the subject matter hereof and, except for Section 7.8\n(Indemnification, Directors' and Officers' Insurance) and Section 7.12\n(Post-Merger Parent Board of Directors), is not intended to confer upon any\nperson other than Global, U S WEST, and, after the Effective Time, their\nrespective stockholders, any rights or remedies hereunder.\n\n          Section 11.7 Assignment.  This Agreement shall not be assigned by\noperation of law or otherwise.\n\n          Section 11.8 Governing Law.  This Agreement shall be governed by, and\nconstrued and enforced in accordance with, the laws of the State of Delaware\napplicable to contracts executed in and to be performed entirely within that\nState, without regard to the conflicts of laws provisions thereof.\n\n\n          Section 11.9 Submission to Jurisdiction; Waivers. Each of the parties\nhereof irrevocably agrees that any legal action or proceeding with respect to\nthis Agreement or for recognition and enforcement of any judgment in respect\nhereof brought by the other party hereto or its successors or assigns may be\nbrought and determined in the courts of the State of Delaware, and each of the\nparties hereto hereby irrevocable submits with regard to any such action or\nproceeding for itself and in respect to its property, generally and\nunconditionally, to the nonexclusive jurisdiction of the aforesaid courts. Each\nof the parties hereto hereby irrevocably waives, and agrees not to assert, by\nway of motion, as a defense, counterclaim or otherwise, in any action or\nproceeding with respect to this Agreement, (a) any claim that it is not\npersonally subject to the jurisdiction of the above-named courts for any reason\nother than the failure to serve in accordance with this Section 11.9, (b) that\nit or its property is exempt or immune from jurisdiction of any such court or\nfrom any legal process commenced in such courts (whether through service of\nnotice, attachment prior to judgment, attachment in aid of execution of\njudgment, execution of judgment or otherwise), and (c) to the fullest extent\npermitted by the applicable law, that (i) the suit, action or proceeding in such\ncourt is brought in an inconvenient forum, (ii) the venue of such suit, action\nor proceeding is improper and (iii) this Agreement, or the subject mater hereof,\nmay not be enforced in or by such courts.\n\n                                     -66-\n\n \n          Section 11.10  Counterparts.  This Agreement may be executed in one or\nmore counterparts, and by the different Parties in separate counterparts, each\nof which when executed shall be deemed to be an original, but all of which shall\nconstitute one and the same agreement.\n\n\n     (Remainder of Page Intentionally Left Blank - Signature Page Follows)\n\n\n\n                                     -67-\n\n \n                  IN WITNESS WHEREOF, U S WEST and Global have caused this\nAgreement to be executed as of the date first written above by their respective\nofficers thereunto duly authorized.\n\n\n                                       U S WEST, INC.\n\n\n\n\n                                       By: \/s\/ Solomon D. Trujillo\n                                         ----------------------------\n                                           Name:\n                                           Title:\n\n\n                                       GLOBAL CROSSING LTD.\n\n\n\n\n                                        By: \/s\/ Robert Annunziata\n                                         ---------------------------\n                                            Name:\n                                            Title:\n\n \n \n \n                            INDEX OF DEFINED TERMS\n\nDEFINED TERM                                                                                               PAGE NO.\n------------                                                                                               -------     \n\n                                                                                                                     \nAcquisitions.....................................................................................................53\nAffiliate........................................................................................................63\nAgreement........................................................................................................63\nappraiser........................................................................................................52\n\nBermuda Law......................................................................................................63\n\nClosing..........................................................................................................48\nClosing Date.....................................................................................................48\nCode.............................................................................................................63\nCommon Shares Trust..............................................................................................15\nConfidentiality Agreement........................................................................................49\nConsents.........................................................................................................55\nControl..........................................................................................................63\nConversion Ratios.................................................................................................6\n\nDelaware Certificate..............................................................................................3\nDelaware Law.....................................................................................................63\nDisqualified Rights...............................................................................................5\nDisqualified Shares...............................................................................................5\nDividend.........................................................................................................54\n\nEffective Time....................................................................................................3\nElection..........................................................................................................2\nElection Deadline................................................................................................10\nElection Transaction Filings......................................................................................3\nEnvironmental Law................................................................................................24\nERISA............................................................................................................22\nExcess Shares....................................................................................................15\nExchange Act.....................................................................................................63\nExchange Agent...................................................................................................10\n\nFCC..............................................................................................................63\nForm of Election..................................................................................................9\nFrontier Acquisition.............................................................................................56\nFrontier Alternative Merger.......................................................................................4\nFrontier Merger Agreement.....................................................................................5, 56\n\nGAAP.............................................................................................................63\nGlobal Common Stock...............................................................................................5\nGlobal Crossing, Ltd..............................................................................................1\nGlobal Crossing, Ltd. Benefit Plans..............................................................................22\nGlobal Crossing, Ltd. Common Stock................................................................................1\nGlobal Crossing, Ltd. Contracts..................................................................................27\nGlobal Crossing, Ltd. Intellectual Property......................................................................26\nGlobal Crossing, Ltd. Licenses...................................................................................27\nGlobal Crossing, Ltd. SEC Reports................................................................................20\nGlobal Crossing, Ltd. Stockholder Approval.......................................................................45\nGlobal Crossing, Ltd. Subsidiary.................................................................................64\n \n\n \n \n                                                                                                             \nGlobal Crossing, Ltd. Superior Proposal..........................................................................46\nGlobal Crossing, Ltd. Termination Fee............................................................................61\nGlobal Equity Rights.............................................................................................18\nGlobal Exchange Fund.............................................................................................11\nGlobal Merger.....................................................................................................2\nGlobal Merger Sub.................................................................................................2\nGlobal Rights.....................................................................................................5\nGlobal Warrants..................................................................................................17\nGovernmental or Regulatory Authority.............................................................................63\nGuarantee of Delivery............................................................................................10\n\nHazardous Substance..............................................................................................24\nHSR Act..........................................................................................................63\n\nIntellectual Property............................................................................................26\nIRS..............................................................................................................22\n\nJoint Proxy Statement............................................................................................21\n\nKnowledge........................................................................................................64\n\nLegal Requirements...............................................................................................20\n\nMaterial Adverse Effect..........................................................................................64\nMerged Corporations...............................................................................................3\nMergers...........................................................................................................2\nMerrill Lynch....................................................................................................36\n\nNYSE.............................................................................................................15\n\nParent............................................................................................................1\nParent Class A Common Stock.......................................................................................2\nParent Class B Common Stock.......................................................................................2\nParties...........................................................................................................3\nParty.............................................................................................................3\nParty Representatives............................................................................................49\nPBGC.............................................................................................................22\nPermits..........................................................................................................20\nPerson...........................................................................................................64\nPre-Surrender Global Dividends...................................................................................11\nPre-Surrender U S WEST Dividends.................................................................................13\n\nRegistration Statement...........................................................................................21\nRequired Regulatory Approvals....................................................................................55\n\nSEC..............................................................................................................19\nSection 271 Compliance...........................................................................................50\nSecurities Act...................................................................................................64\nSignificant Subsidiary...........................................................................................64\nSubsidiary.......................................................................................................64\nSurviving Corporations............................................................................................3\nSystems..........................................................................................................65\n\nTax or Taxes.....................................................................................................64\nTax Returns......................................................................................................64\nTermination Date.................................................................................................59\n \n\n \n \n                                                                                                             \nThird Party......................................................................................................44\nTransition Committee.............................................................................................39\n\nU S WEST..........................................................................................................1\nU S WEST Benefit Plans...........................................................................................33\nU S WEST Common Stock.............................................................................................5\nU S WEST Contracts...............................................................................................38\nU S WEST Equity Rights...........................................................................................29\nU S WEST Exchange Fund...........................................................................................123\nU S WEST Intellectual Property...................................................................................37\nU S WEST Licenses................................................................................................38\nU S WEST Merger...................................................................................................2\nU S WEST Merger Sub...............................................................................................2\nU S WEST Rights...................................................................................................5\nU S WEST SEC Reports.............................................................................................31\nU S WEST Stockholder Approval....................................................................................47\nU S WEST Stockholders' Meeting...................................................................................46\nU S WEST Subsequent Determination................................................................................47\nU S WEST Subsidiary..............................................................................................64\nU S WEST Superior Proposal.......................................................................................47\nU S WEST Tender Offer.............................................................................................1\nU S WEST Termination Fee.........................................................................................62\n\nYear 2000 Compliant..............................................................................................65\n \n\n \n                                                                       Exhibit A\n\n     Terms of Parent Class A Common Stock and Parent Class B Common Stock\n\nDefinition of Global Group and Local Group\n\nParent Class A Common Stock is intended to reflect the performance of the Local\nGroup.\n\nParent Class B Common Stock is intended to reflect the performance of the Global\nGroup.\n\nThe definition of the Global Group and the Local Group shall be determined as\nprovided in Section 7.24 of the Merger Agreement.\n\nDividend Policy\n\nAt the discretion of the Board of Directors.\n\nFunds available for dividends on the stock of each group shall be the lesser of\n(i) legally available funds under Delaware law and (ii) an amount which is the\namount that could be paid as dividends if the relevant group were a separate\ncorporation under Delaware law.\n\nVoting\n\nGlobal Group:              Fixed at one vote per share.\n\nLocal Group:               Variable based on the average market values over a \n                           20-day period ending 10 days prior to the record\n                           date.\n\nClass Vote:                None, except as provided by law, the terms of any\n                           preferred stock or the Certificate of Incorporation\n                           or at the discretion of the Board of Directors.\n\nLiquidation\n\nGlobal Group:              Fixed at the Class B to Class A Value Ratio.\n\nLocal Group:               Fixed at one liquidation unit per share.\n\nConversion at the Option of the Board of Directors\n\nConversion at no premium at any time following a tax event.\n\nNo other optional conversion from the Effective Time of the Merger until the\nsecond anniversary of the Effective Time of the Merger.\n\nAfter the second anniversary of the Effective Time of the Merger, conversion at\nsuch conversion ratio, with or without premium, as the Board of Directors\ndetermines to be fair to the holders of the Parent Class A Common Stock, taken\nas a separate class, and the holders of Parent Class B Common Stock, taken as a\nseparate class.\n\n                                      A-1\n\n \nSale of Substantially all of the Assets of a Group\n\nBoard of Directors elects between:\n\n         (i)      shareholders of the relevant group receive, by dividend or\n                  redemption, cash and\/or securities or other property with a\n                  value equal to their proportionate interest in the net\n                  proceeds or\n\n         (ii)     shares of the relevant group are converted into shares of the\n                  other group at a 10% premium over the ratio of post-\n                  transaction average market values over a 10-day period.\n\nProvision does not apply to a sale of substantially all of the assets of a group\nin exchange for equity securities in any entity which will engage in a similar\nor complementary business.\n\n\"Substantially all\" means properties or assets that represent at least 80% of\neither the then-current market value of, or the aggregate revenues for the\npreceding 12 fiscal quarters derived from, the properties and assets of the\nrelevant group.\n\nRedemption in Exchange for Stock of Subsidiary\n\nGlobal Group:              Yes.\n\nLocal Group:               Yes.\n\n                                      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