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                                                                   Exhibit 10.21

                           1998 GLOBAL CROSSING LTD.
                              STOCK INCENTIVE PLAN
                  Amended and Restated as of December 7, 1999
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1.   Purpose of the Plan

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

2.   Definitions

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

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

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

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

(d)  Board:  The Board of Directors of the Company.
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(e)  Change in Control: The occurrence of any of the following events:
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     (i)  any Person (other than a Person holding securities representing 10% or
          more of the combined voting power of the Company's outstanding
          securities as of the Effective Date, the Company, any trustee or other
          fiduciary holding securities under an employee benefit plan of the
          Company, or any company owned, directly or indirectly, by the
          shareholders of the Company in substantially the same proportions as
          their ownership of Stock of the Company), becomes the Beneficial
          Owner, directly or indirectly, of securities of the Company, (a) in
          excess of the interest in the Company held by the shareholders of the
          Company as of the Effective Date (or their heirs or distributors by
          will or the laws of descent and distribution) and (b) representing 30%
          or more of the combined voting power of the Company's then-outstanding
          securities;

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

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

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

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

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

(j)  Effective Date: July 1, 1998
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(k)  Fair Market Value: on a given date, the closing price of the Shares as
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     reported on such date on the Composite Tape of the principal national
     securities exchange on which such Shares are listed or admitted to trading,
     or, if no Composite Tape exists for such national securities exchange on
     such date, then on the principal national securities exchange on which such
     Shares are listed or admitted to trading, or, if the Shares are not listed
     or admitted on a national securities exchange, the per Share closing bid
     price on such date as quoted on the National Association of Securities
     Dealers Automated Quotation System (or such market in which such prices are
     regularly quoted), or, if there is no market on which the Shares are
     regularly quoted, the Fair Market Value shall be the value established by
     the Committee in good faith. If no sale of Shares shall have been reported
     on such Composite Tape or such national securities exchange on such date or
     quoted on the National Association of Securities Dealer Automated Quotation
     System on such date, then the immediately preceding date on which sales of
     the Shares have been so reported or quoted shall be used.

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

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

(n)  Other Stock-Based Awards: Awards granted pursuant to Section 8 of the Plan.
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(o)  Option: A stock option granted pursuant to Section 6 of the Plan.
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(p)  Option Price: The purchase price per Share of an Option, as determined
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     pursuant to Section 6(a) of the Plan.

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

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

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

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

(v)  Shares: Common Shares of the Company, par value $0.01 per Share.
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(w)  Stock Appreciation Right: A stock appreciation right granted pursuant to
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     Section 7 of the Plan.

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

3.   Shares Subject to the Plan

     The total number of Shares which may be issued under the Plan is
90,000,000. The maximum number of Shares for which Options and Stock
Appreciation Rights may be granted during a calendar year to any Participant
shall be 5,000,000. The Shares may consist, in whole or in part, of unissued
Shares or treasury Shares. The issuance of Shares or the payment of cash upon
the exercise of an Award shall reduce the total number of Shares available under
the Plan, as applicable. Shares which are subject to Awards which terminate or
lapse may be granted again under the Plan.

4.   Administration

     The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are intended to qualify as  "non-employee
directors" within the meaning of Rule 16b-3 under the Act (or any successor rule
thereto) and "outside directors" within the meaning of Section 162(m) of the
Code (or any successor section thereto). Awards may, in the discretion of the
Committee, be made under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by the Company or its affiliates or a
company acquired by the Company or with which the Company combines.  The number
of Shares underlying such substitute awards shall be counted against the
aggregate number of Shares available for Awards under the Plan.  The Committee
is authorized to interpret the Plan, to establish, amend and rescind any rules
and regulations relating to the Plan, and to make any other determinations that
it deems necessary or desirable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent the Committee deems
necessary or desirable. Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned (including, but not limited to, Participants and their beneficiaries
or successors). The Committee shall have the full power and authority to
establish the terms and conditions of any Award consistent with the provisions
of the Plan and to waive any such terms and conditions at any time (including,
without limitation, accelerating or waiving any vesting conditions).  The
Committee shall require payment of any amount it may determine to be necessary
to withhold for federal, state, local or other taxes as a result of the exercise
of an Award. Unless the Committee specifies otherwise, the
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Participant may elect to pay a portion or all of such withholding taxes by (a)
delivery in Shares or (b) having Shares withheld by the Company from any Shares
that would have otherwise been received by the Participant.

5.   Limitations

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

6.   Terms and Conditions of Options

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

(a)  Option Price. The Option Price per Share shall be determined by the
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     Committee, but shall not be less than 100% of the Fair Market Value of the
     Shares on the date an Option is granted.

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

(c)  Exercise of Options. Except as otherwise provided in the Plan or in an
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     Award agreement, an Option may be exercised for all, or from time to time
     any part, of the Shares for which it is then exercisable. For purposes of
     Section 6 of the Plan, the exercise date of an Option shall be the later of
     the date a notice of exercise is received by the Company and, if
     applicable, the date payment is received by the Company pursuant to clauses
     (i), (ii) or (iii) in the following sentence. The purchase price for the
     Shares as to which an Option is exercised shall be paid to the Company in
     full at the time of exercise at the election of the Participant (i) in cash
     or its equivalent (e.g., by check);  (ii) in Shares having a Fair Market
     Value equal to the aggregate Option Price for the Shares being purchased
     and satisfying such other requirements as may be imposed by the Committee;
     provided, that such Shares have been held by the Participant for no less
     than six months (or such other period as established from time to time by
     the Committee or generally accepted accounting principles); (iii) partly in
     cash and partly in such Shares; or (iv) through the delivery of irrevocable
     instruments to a broker to deliver promptly to the Company an amount equal
     to the aggregate Option price for the shares being purchased. No
     Participant shall have any rights to dividends or other rights of a
     stockholder with respect to Shares subject to an Option until the
     Participant has given written notice of exercise of the Option, paid in
     full for such Shares and, if applicable, has satisfied any other conditions
     imposed by the Committee pursuant to the Plan.
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(d)  ISOs. The Committee may grant Options under the Plan that are intended to
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     be ISOS. Such ISOS shall comply with the requirements of Section 422 of the
     Code (or any successor section thereto). No ISO may be granted to any
     Participant who at the time of such grant, owns more than ten percent of
     the total combined voting power of all classes of stock of the Company or
     of any Subsidiary, unless (i) the Option Price for such ISO is at least
     110% of the Fair Market Value of a Share on the date the ISO is granted and
     (ii) the date on which such ISO terminates is a date not later than the day
     preceding the fifth anniversary of the date on which the ISO is granted.
     Any Participant who disposes of Shares acquired upon the exercise of an ISO
     either (i) within two years after the date of grant of such ISO or (ii)
     within one year after the transfer of such Shares to the Participant, shall
     notify the Company of such disposition and of the amount realized upon such
     disposition.

(e)  Attestation.  Wherever in this Plan or any agreement evidencing an Award a
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     Participant is permitted to pay the exercise price of an Option or taxes
     relating to the exercise of an Option by delivering Shares, the Participant
     may, subject to procedures satisfactory to the Committee, satisfy such
     delivery requirement by presenting proof of beneficial ownership of such
     Shares, in which case the Company shall treat the Option as exercised
     without further payment and shall withhold such number of Shares from the
     Shares acquired by the exercise of the Option.

7.   Terms and Conditions of Stock Appreciation Rights

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

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

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

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

8.   Other Stock-Based Awards

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

(b)  Performance-Based Awards. Notwithstanding anything to the contrary herein,
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     certain Other Stock-Based Awards granted under this Section 8 may be
     granted in a manner which is deductible by the Company under Section 162(m)
     of the Code (or any successor section thereto) ("Performance-Based
     Awards"). A Participant's Performance-Based
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     Award shall be determined based on the attainment of written performance
     goals approved by the Committee for a performance period established by the
     Committee (i) while the outcome for that performance period is
     substantially uncertain and (ii) no more than 90 days after the
     commencement of the performance period to which the performance goal
     relates or, if less, the number of days which is equal to 25 percent of the
     relevant performance period. The performance goals, which must be
     objective, shall be based upon one or more of the following criteria: (i)
     consolidated earnings before or after taxes (including earnings before
     interest, taxes, depreciation and amortization); (ii) net income; (iii)
     operating income; (iv) earnings per Share; (v) book value per Share; (vi)
     return on shareholders' equity; (vii) expense management; (viii) return on
     investment; (ix) improvements in capital structure; (x) profitability of an
     identifiable business unit or product; (xi) maintenance or improvement of
     profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or
     sales; (xv) costs; (xvi) cash flow; (xvii) working capital and (xviii)
     return on assets. The foregoing criteria may relate to the Company, one or
     more of its Subsidiaries or one or more of its divisions or units, or any
     combination of the foregoing, and may be applied on an absolute basis
     and/or be relative to one or more peer group companies or indices, or any
     combination thereof, all as the Committee shall determine. In addition, to
     the degree consistent with Section 162(m) of the Code (or any successor
     section thereto), the performance goals may be calculated without regard to
     extraordinary items. The maximum amount of a Performance-Based Award during
     a calendar year to any Participant shall be (x) with respect to
     Performance-Based Awards that are granted in shares, 1,500,000 shares and
     (y) with respect to Performance-Based Awards that are not granted in
     shares, $20,000,000. The Committee shall determine whether, with respect to
     a performance period, the applicable performance goals have been met with
     respect to a given Participant and, if they have, to so certify and
     ascertain the amount of the applicable Performance Based Award. No
     Performance-Based Awards will be paid for such performance period until
     such certification is made by the Committee. The amount of the Performance-
     Based Award actually paid to a given Participant may be less than the
     amount determined by the applicable performance goal formula, at the
     discretion of the Committee. The amount of the Performance-Based Award
     determined by the Committee for a performance period shall be paid to the
     Participant at such time as determined by the Committee in its sole
     discretion after the end of such performance period; provided, however,
     that a Participant may, if and to the extent permitted by the Committee and
     consistent with the provisions of Section 162(m) of the Code, elect to
     defer payment of a Performance-Based Award.

9.   Adjustments Upon Certain Events

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

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

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

10.  No Right to Employment or Awards

     The granting of an Award under the Plan shall impose no obligation on the
Company or any Subsidiary to continue the employment or service or consulting
relationship of a Participant and shall not lessen or affect the Company's or
Subsidiary's right to terminate the employment or service or consulting
relationship of such Participant.  No Participant or other Person shall have any
claim to be granted any Award, and there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards.  The terms and
conditions of Awards and the Committee's determinations and interpretations with
respect thereto need not be the same with respect to each Participant (whether
or not such Participants are similarly situated).

11.  Successors and Assigns

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

12.  Nontransferability of Awards

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

13.  Amendments or Termination

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

14.  International Participants

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

15.  Choice of Law

     The Plan shall be governed by and construed in accordance with the laws of
the State of New York without regard to conflicts of laws.

16.  Effectiveness of the Plan

     The Plan shall be effective as of the Effective Date.  The Plan, as amended
and restated as of December 7, 1999, shall be effective as of such latter date,
subject to the approval of the shareholders of the Company.