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                                                                  EXHIBIT 10.12

                                [FLAG LETTERHEAD]


                                  CONFIDENTIAL

October ___, 2002


Edward McCormack
60 Chaucer Road
Crowthorne, Berks
RG45 7QN
United Kingdom

          AMENDMENT TO STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT
         FOR EDWARD McCORMACK PURSUANT TO THE THIRD AMENDED AND RESTATED
                   JOINT PLAN OF REORGANIZATION OF THE COMPANY

Dear Ed:

Pursuant to the Third Amended and Restated Joint Plan of Reorganization of
Debtors under Chapter 11 of the Bankruptcy Code (such debtors referred to
collectively herein as the "COMPANY"), as may be amended from time to time (the
"PLAN"), your Statement of Terms and Conditions of Employment dated 30 November
2001 (your "CONTRACT"), as amended by the Addendum to your Agreement dated 10
April 2002 (your "ADDENDUM"), is hereby, effective as of the Effective Date (as
defined in the Plan), assumed by FLAG Telecom Group Limited ("FTGL") as further
amended below.

1.   RETENTION PAYMENT AMOUNT. You shall vest in your Retention Payment Amount
     on the Effective Date. Notwithstanding anything to the contrary in your
     Contract or Addendum, you shall be obligated to repay your Retention
     Payment Amount if, prior to the Effective Date, you terminate your
     employment without Good Reason or your employment is terminated under
     Clause 11.1(b), (c) or (d) of your Contract.

2.   ENTERPRISE VALUE BONUS. You shall not be entitled to payment of the
     percentage of the Enterprise Value of the Company as contemplated under
     your Addendum.

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3.   2002 BONUS. Your bonus for 2002 shall be paid in accordance with the
     following:

     (a)  You shall be eligible to earn your target bonus as in effect prior to
          the Commencement Date (as defined in the Plan) if (i) you are employed
          on 31 December 2002 by FTGL or (ii) your employment with FTGL
          terminates prior to 31 December 2002 for any reason other than (A)
          termination under Clause 11.1(b), (c) or (d) of your Contract or (B)
          voluntary resignation for other than Good Reason; provided that the
          conditions of Section 3(c) below are met.

     (b)  Your bonus shall be payable in a cash lump sum as soon as practicable
          following 31 December 2002, but in no event later than 20 January
          2003; provided that, if fourth quarter financial results are not
          available on 15 January 2003, the portion of the bonus based upon such
          results shall be payable within five days of such results becoming
          available, but in no event later than March 31, 2003.

     (c)  Fifty percent of your target bonus shall be payable if available cash
          plus working capital of FTGL and its subsidiaries as of the Effective
          Date is equal to or greater than projected or if the available cash
          plus working capital of FTGL and its subsidiaries as of the Effective
          Date is within 2.5 percent of such projection. The remaining fifty
          percent of the target bonus shall be payable if each of cash revenue
          and cash flow in fourth quarter 2002 is equal to or greater than
          projected or if each of cash revenue and cash flow in fourth quarter
          2002 is within 2.5 percent of each such projection.

     (d)  For purposes hereof, the projections referenced in Section 3(c) above
          and the meaning of "available cash plus working capital", "cash
          revenue" and "cash flow" shall be determined consistent with Section
          6.7.4 of the Plan.

4.   TERMINATION OF EMPLOYMENT.

     (a)  The payment in Clause 2.2 of your Contract shall equal one times basic
          salary plus target bonus.

     (b)  The phrase "on or after 1 October 2004" shall be substituted for
          "after 31 December 2003" in Clause 2.2(c) of your Contract.

     (c)  You shall not be entitled to terminate your employment for Good Reason
          solely as a result of a change in composition of the Board of
          Directors of FTGL or a change in ownership of FTGL, in each case
          pursuant to the Plan.

     (d)  Except as expressly modified above, "Cause" and "Good Reason" shall be
          defined in the manner set forth in your Agreement.

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5.   LEGAL EXPENSES.

     (a)  FTGL shall pay your actual documented litigation-related costs and
          expenses (including attorneys fees) to the extent that (i) such costs
          and expenses are pending reimbursement or not actually reimbursed by
          the insurers under the directors and officers liability insurance
          policies of the Company in existence prior to the Effective Date (the
          "POLICIES"), regardless of whether such costs and expenses were
          incurred pre- or post-petition, and (ii) the aggregate amount of the
          payments described in this sentence, together with all other payments
          made pursuant to Section 6.4.1(b) of the Plan, shall not exceed $3.25
          million and the aggregate amount of such payments for the period
          through the first anniversary of the Effective Date shall not exceed
          $1.625 million. Notwithstanding the foregoing, FTGL shall not be
          required to advance costs and expenses that are pending reimbursement
          by the insurers under the Policies if such advancement would result in
          the contravention of the Sarbanes-Oxley Act of 2002 (as defined
          below). "Sarbanes-Oxley Act of 2002" means that certain U.S. federal
          legislation adopted on July 30, 2002, as amended or supplemented from
          time to time, or any U.S. federal statute or regulation adopted by the
          U.S. Securities and Exchange Commission in effect that has replaced,
          amended or supplemented or will replace, amend or supplement such
          statute.

     (b)  You shall take all reasonably necessary action to collect from the
          directors and officers liability insurers of the Company the costs and
          expenses described in Section 5(a) above and fully cooperate with FTGL
          in connection with any coverage disputes under Section 5(f) below. In
          the event of a material violation of your obligation to cooperate with
          FTGL pursuant to the preceding sentence, FTGL's obligation to make
          payments under Section 5(a) above shall terminate.

     (c)  You hereby represent and certify that you have not knowingly made any
          fraudulent statements or material misrepresentations to the directors
          and officers liability insurers of the Company or persons acting on
          their behalf in connection with the Company's directors and officers
          insurance application process. In the event that you are found by a
          judgment or other final adjudication to have knowingly made such a
          fraudulent statement or material misrepresentation, FTGL's obligation
          to make the payments in Section 5(a) above shall immediately terminate
          and you shall be required to refund your pro rata share of any
          payments made by FTGL pursuant to Section 6.4.1(b) of the Plan. Such
          pro rata share shall be determined by dividing the total amount of
          such payments by the total number of defendants in the relevant
          litigation.

     (d)  All payments made pursuant to Section 5(a) above, to the extent
          actually paid by FTGL, shall be immediately reimbursable upon
          collection by you to the extent of and out of any indemnified fees,
          costs and expenses actually reimbursed by the insurers under the
          Policies.

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     (e)  FTGL shall reimburse you for attorneys fees and expenses incurred in
          connection with the Chapter 11 Cases (as defined in the Plan), in an
          amount not to exceed, together with all other reimbursements pursuant
          to Section 6.4.2 of the Plan, $180,000 in the aggregate. Any such
          reimbursement shall reduce the maximum amount payable under Section
          5(a) above.

     (f)  FTGL shall pay its own attorneys fees and costs in connection with
          disputes as to coverage under the Policies and take all reasonably
          necessary action to resolve any such disputes; provided, however, that
          FTGL shall not be responsible, either directly or through
          reimbursement, for costs associated with any legal or other
          professionals retained by you in connection with such disputes.

6.   INDEMNIFICATION. You shall be indemnified by FTGL with respect to acts and
     omissions occurring on or after the Effective Date to the same extent as
     the other directors and officers of FTGL.

7.   DEFERRED COMPENSATION. Except with respect to your bonus for 2002, you
     shall not be entitled to receive any deferred compensation earned or
     incurred prior to the Effective Date. For the avoidance of doubt, it is
     understood that the foregoing sentence shall not prevent you from receiving
     the Retention Payment Amount referred to in Section 1 above, to the extent
     eligible.

8.   NO DEFAULTS/CURE OBLIGATIONS. You hereby acknowledge that no default exists
     under your Contract or Addendum that is required to be cured upon
     assumption.

9.   OTHER TERMS IN EFFECT. Except as specifically modified herein, the
     employment period and other terms of your Contract and Addendum remain in
     force.

Please indicate your acceptance of the above by signing and dating below.

Sincerely,


FLAG Telecom Group Limited

By:
   -------------------------------

Name:
Title:


--------------------------------
Edward McCormack

Date
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