Second Amendment to Employment Agreement, dated as of December 31, 2008



 Exhibit 10.4 
 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT 
 DATED AS OF AUGUST 15, 2006 BETWEEN JOHN J. LEGERE AND
GLOBAL 
 CROSSING LIMITED 
 WHEREAS, Global Crossing Limited (the “Company”) and John J. Legere (“Executive”) have previously entered into an Employment Agreement dated as of August 15, 2006 (as amended through June 24, 2008, the
“Agreement”); and 
 WHEREAS, by execution of this amendment (the “Amendment”), the Company and Executive wish to
amend the Agreement to demonstrate compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable regulations (“Section 409A”) by including provisions that will (i) ensure that compensation
pursuant to the Agreement which is 
 not intended to be deferred compensation will not inadvertently be treated as such under Section 409A,
(ii) otherwise permit all compensation payable under the Agreement to qualify for all available exclusions, so that it will be treated as compensation that does not involve the deferral of compensation, and will therefore not be subject to
Section 409A, and compensation that continues to be treated as providing for the deferral of compensation under Section 409A, if any, is paid on a basis that complies fully with Section 409A; 
 NOW, THEREFORE, the Agreement is hereby amended, effective as of December 31, 2008, as follows: 
  

	1.	Section 409A Compliance. 

 All provisions of this Amendment and
the Agreement are meant to be exempt from compliance with Section 409A, to the maximum extent permitted, and otherwise to comply with Section 409A. Accordingly, all provisions of this Amendment and of the Agreement shall be construed in a
manner consistent with avoiding taxes or penalties under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax treatment and the Company shall have no liability with regard to any failure to comply with
Section 409A. Each payment which is required to be paid under the Agreement upon termination of employment shall be deemed to be a separate payment for purposes of Section 409A. In determining the time for payment of any amounts which are
treated as nonqualified deferred compensation, the Agreement shall be interpreted so that all references therein to a “resignation,” “termination,” “termination of employment,” or like terms are treated as instead
referring to a “separation from service”, as such term is defined in Section 409A. 
  

	2.	Timing of Payments. 

 (a) If benefit continuation is
otherwise required to be provided by the Company pursuant to Section 6(c) or 6(d) of the Agreement beyond the end of the second calendar year following the end of the calendar year in which Executive’s termination of employment occurs, a
cash payment shall be made to Executive on or prior to the end of such year equal to the value of the benefits otherwise required to be continued for Executive during such third year or portion thereof. 







 (b) Any required gross up shall be paid on the dates otherwise provided in Section 8 of the
Agreement but in no event later than the end of the year following the year in which the taxes being grossed up are remitted. 
 (c) Any
reimbursements of amounts constituting taxable income to Executive that are otherwise required to be made to Executive shall be made when normally paid and in no event later than March 15 of the year following the year in which the reimbursable
expense was incurred. For the avoidance of doubt, (i) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (ii) no such reimbursement, expenses eligible for reimbursement, or
in-kind benefits provided in any taxabIe year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. 
  

	3.	Cure Rights. In the event of any resignation by Executive for Good Reason, as currently provided under Section 6(d) of the Agreement, the Company’s cure rights
shall be extended from ten (10) to thirty (30) days. 

 Except as specifically amended in the manner set forth herein, all provisions
of the Agreement shall continue in full force and effect, without diminution or enlargement of the rights of either party thereunder. 
 This Amendment may
be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Executed counterparts may be transmitted by telecopier with the same effect as if delivered in
the original. 
  

 - 2 - 








 IN WITNESS WHEREOF, Global Crossing Limited has caused its name to
be ascribed to this Amendment by its duly authorized representative and the undersigned, John J. Legere has executed this Amendment on this 31st day
of December, 2008. 
  

			
	GLOBAL CROSSING LIMITED
		
	By:	 	 /s/ Mitchell Sussis

	Name:	 	Mitchell Sussis
	Title:	 	SVP


  

	
	 /s/ John J. Legere

	John J. Legere
	12/31/08


  

 - 3 -