<PAGE>

                                                                     Exhibit 4.1


                               THE GLOBAL CROSSING

                       EMPLOYEES' RETIREMENT SAVINGS PLAN
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
INTRODUCTION        .......................................................   1

ARTICLE I       -   Definitions............................................   2

ARTICLE II      -   Eligibility............................................   6

ARTICLE III     -   Participation and Participant Contributions............   7

ARTICLE IV      -   Participating Company Contributions....................  10

ARTICLE V       -   Investment of Contributions............................  13

ARTICLE VI      -   Participant Accounts...................................  15

ARTICLE VII     -   Retirement or Other Termination
                    of Employment..........................................  17

ARTICLE VIII    -   Death..................................................  18

ARTICLE IX      -   Payment of Benefits....................................  19

ARTICLE X       -   Withdrawals and Loans During Employment................  23

ARTICLE XI      -   Plan Administration....................................  26

ARTICLE XII     -   Amendment and Termination................................30

ARTICLE XIII    -   Top-Heavy Provisions.....................................31

ARTICLE XIV     -   General Provisions.......................................34



Appendix A    -  Participating Companies

Appendix B    -  Plan Features Unique to Participating Companies
</TABLE>
<PAGE>

                                 INTRODUCTION

     This Employees' Retirement Savings Plan is established, effective as of
January 1, 2001, for eligible employees on the U.S. payroll of Global Crossing
Ltd. and its participating affiliates.  The Plan is a continuation and
restatement of the Frontier Group Employees' Retirement Savings Plan.  It is
anticipated that the current 401(k) plans of other participating Global Crossing
Companies will be merged into this Plan during 2001.

     All Participants in this Plan are subject to identical terms and conditions
of participation except as may be set forth in Appendix B with respect to a
particular Participating Company.  Notwithstanding any provisions to the
contrary in the main text of this document, the separate provisions set forth in
Appendix B shall take precedence with respect to Participants covered by any
Appendix B provision.

     Neither the restatement of this Plan nor the merger of another plan's
assets into this Plan shall reduce any Participant's accrued benefit in effect
immediately preceding the restatement or merger.

     This Plan is intended to qualify as a profit sharing plan pursuant to the
provisions of Code Sections 401(a) and 401(k).
<PAGE>

                                     - 2 -



                                   ARTICLE I
                                  Definitions
                                  -----------

1.1       "Affiliated Company" means Global Crossing Ltd. (the "Company") and

          (a)  any other company which is included within a "controlled group of
               corporations" within which the Company is also included, as
               determined under Sections 414(b) and l563 of the Code without
               regard to subsections (a)(4) and (e)(3)(C) of said Section l563;
               or

         (b)   any other trade or business (whether or not incorporated) which
               is under common control with the Company as determined under Code
               Section 414(c); or

         (c)   any other entity required to be aggregated with the Company
               pursuant to Code Section 414.

1.2       "Basic Contributions" means a Participant's contributions to the Plan
          in accordance with Section 3.2 in any whole percentage of Compensation
          up to a maximum of 6 percent of Compensation.

1.3       "Beneficiary" means the Participant's surviving spouse or, in the
          event there is no surviving spouse or the surviving spouse elects in
          writing not to receive any death benefits under the Plan, the person
          or persons (including a trust or estate) designated by a Participant
          to receive any death benefit which shall be payable under this Plan.

1.4       "Board" means the Board of Directors of the Company or any committee
          of the Board of Directors authorized to act on behalf of the Board.
          Any such Board committee shall be composed of at least three members
          of the Board of Directors.

1.5       "Code" means the Internal Revenue Code of 1986, as amended.

1.6       "Committee" means the Employee Benefits Committee or any other
          committee appointed by the Board to fulfill the duties of the
          Committee hereunder which committee need not be comprised of at least
          three Board members but may include or consist entirely of management
          personnel of the Company or of any Participating Company who are not
          members of the Board.

1.7       "Company" means Global Crossing Ltd., its predecessor or its
          successor.

1.8       "Company Stock" means the common stock of the Company.

1.9       "Compensation" means, effective January 1, 2000, a Participant's total
          compensation as defined in Code Section 415(c)(3), including salary,
          regular bonuses, commissions, premium pay, overtime, Pre-Tax
          Contributions to this
<PAGE>

                                     - 3 -


          Plan pursuant to Section 3.7 and salary reduction contributions under
          Code Sections 125 and 132(f), but excluding deferred compensation, all
          extra remuneration of whatever nature and all annual remuneration in
          excess of $170,000 (or such other compensation limit as may be
          prescribed pursuant to Code Section 401(a)(17), including adjustments
          for cost of living increases). For any Participant receiving
          disability pay (which term does not include disability pension or
          workers' compensation benefits) from a Participating Company during a
          payroll period, the term "Compensation" means such disability pay.

1.10       "Effective Date" means January 1, 2001, provided that provisions
          having other effective dates shall be effective as may be expressly
          provided by such provisions.  This Plan is intended to be the
          successor to the Global Crossing, Frontier and IPC/IXNet 401(k) plans
          in existence on the effective date and certain required amendments due
          to legislation or regulation (popularly referred to as the GUST
          amendments) are intended to cover the predecessor plans as well as
          this Plan, thus accounting for the retroactive dates that appear in
          this document.

1.11      "Employee" means any individual who is employed by a Participating
          Company.

1.12      "ERISA" means the Employee Retirement Income Security Act of l974, as
          amended from time to time, and any regulations issued pursuant
          thereto.

1.13      "Highly Compensated Employee" means, effective January 1, 1997, any
          Employee who:

         (a)   was a "five percent owner," as defined in Section 416(i)(1) of
               the Code, during the current or preceding Plan Year; or

         (b)   received compensation from a Participating Company or an
               Affiliated Company which, in total, exceeded $80,000 for the
               preceding Plan Year, and, if the Company so elects, was in the
               top-paid group for the preceding Plan Year.

          The $80,000 dollar amount shall be adjusted for cost of living
          increases as provided under the Code.  The determination of whether an
          Employee is a Highly Compensated Employee will be made in accordance
          with Code Section 414(q) and the rules and regulations promulgated
          thereunder.

1.14      "Investment Manager" means any individual or corporation selected by
          the Committee who (i) is registered as an investment adviser under the
          Investment Advisers Act of 1940; or (ii) is a bank, as defined in that
          Act; or (iii) is an insurance company qualified to manage, acquire or
          dispose of plan assets under the laws of more than one state and each
          individual or corporation acknowledges in writing that he or the
          corporation, as the case may be, is a fiduciary with respect to the
          Plan.
<PAGE>

                                     - 4 -


1.15      "Leased Employee" means any person who is not otherwise an Employee
          and who, pursuant to an agreement between a Participating Company and
          any other person or organization, has performed services for the
          Participating Company, or for the Participating Company and related
          persons (determined in accordance with Section 414(n)(6) of the Code),
          on a basis whereby if such person were an Employee, such person would
          have become an eligible Employee hereunder and, effective January 1,
          1997, such services are performed under the primary direction or
          control of the Participating Company, provided that a person shall not
          be treated as a Leased Employee for any Plan Year if, during such Plan
          Year:  (i) such person is covered by a money purchase pension plan
          described in Section 414(n)(5)(B) of the Code, and (ii) not more than
          20% of Employees who are not Highly Compensated Employees are Leased
          Employees.  Once a person is classified as a Leased Employee, such
          person shall remain a Leased Employee for every Plan Year for which
          the person completes at least 1000 Hours of Service.

1.16      "Matching Contributions" means the contributions of a Participating
          Company that are contingent upon a Participant's Basic Contributions
          in an amount specified in Section 4.1.

1.17      "Non-Highly Compensated Employee" means an Employee who is not a
          Highly Compensated Employee.

1.18      "Normal Retirement Age" means age 65.

1.19      "Participant" means an Employee who meets the eligibility requirements
          set forth in Section 2.l and, if applicable, Appendix B.

1.20      "Participant Account" means, as of any Valuation Date, the then amount
          of a Participant's contributions and the Participating Company's
          contributions allocated on behalf of the Participant adjusted to
          reflect any investment earnings and losses attributable to such
          contributions, withdrawals and distributions, at the then market value
          of the Trust.  Where appropriate, a Participant Account shall have the
          following subaccounts:  a Restricted Company Contribution Account to
          record Company Contributions that must be invested in Company Stock,
          an Unrestricted Company Contribution Account to record Company
          Contributions which are no longer restricted to investment in Company
          Stock, a Participant Pre-Tax Contribution Account to record Pre-Tax
          Contributions, a Participant Post-Tax Contribution Account to record
          Post-Tax Contributions and a Rollover Account to record rollover
          contributions.  Earnings associated with each type of contribution
          shall be allocated to the account to which the associated
          contributions are allocated.

1.21      "Participating Company" means the Company and its subsidiaries except
          those companies listed in Appendix A, as the same may be amended from
          time to time by the Committee.
<PAGE>

                                     - 5 -


1.22      "Plan" means The Global Crossing Employees' Retirement Savings Plan as
          set forth herein and as it may be amended from time to time.

1.23      "Plan Year" means the calendar year.  The Plan Year shall be the
          limitation year as this term is used in ERISA.

1.24      "Post-Tax Contributions" means a Participant's contributions which are
          non-deductible for income tax purposes at the time they are made.

1.25      "Pre-Tax Contributions" means a Participant's contributions which are
          not included in his income for income tax purposes at the time they
          are made.

1.26      "Restricted Stock" means Company Stock that has been allocated to a
          Participant's Restricted Company Contribution Account and may not be
          invested in any other investment fund until the investment
          restrictions have been lifted in accordance with Section 5.2.

1.27      "Supplemental Contributions" means a Participant's contributions to
          the Plan in excess of his Basic Contributions in accordance with
          Section 3.2.

1.28      "Trust" or "Trust Fund" means the amounts held in trust in accordance
          with this Plan and consists of such investment options as from time to
          time may be designated by the Committee.

1.29      "Trust Agreement" means any agreement entered into between a
          Participating Company and any Trustee to carry out the purposes of the
          Plan, which agreement shall constitute a part of this Plan.

1.30      "Trustee" means any bank or trust company selected by the Board or the
          Committee to serve as Trustee pursuant to the provisions of the Trust
          Agreement.

1.31      "Valuation Date" means the last day the Trust may have been valued
          provided that the Trust shall be valued no less frequently than on the
          last day of each calendar quarter.
<PAGE>

                                     - 6 -


                                  ARTICLE II
                                  Eligibility
                                  -----------

2.1       Eligibility Requirements.  Every Employee on the U.S. payroll of a
          ------------------------
          Participating Company is eligible to participate in this Plan except
          for an Employee who is: (1) in a unit of employees covered by a
          collective bargaining agreement in which retirement benefits were the
          subject of good faith bargaining unless such collective bargaining
          agreement expressly provides for participation in this Plan; (2) a
          temporary or summer employee; (3)  a Leased Employee; (4) an
          independent contractor (or a person who is treated by a Participating
          Company as an independent contractor or who is otherwise classified as
          not being an employee of a Participating Company, regardless of his
          actual status); or (5) an employee of a temporary or similar agency
          while performing services for a Participating Company on a contract
          basis.

          In the discretion of the Committee, an eligible Employee of a
          Participating Company that has adopted this Plan who is transferred to
          an Affiliated Company that has not adopted this Plan may participate
          in the Plan under such arrangements as the Committee may prescribe.

          An eligible Employee may elect, on a voluntary basis, to commence
          participation beginning on or after the first day of the month which
          is 30 days after the Employee's date of hire with a Participating
          Company.

2.2       Reemployment. If an Employee terminates employment and is subsequently
          ------------
          reemployed by a Participating Company, he will be eligible to begin
          participation in this Plan on the first day of the month following
          completion of 30 days of service measured from his reemployment date.
<PAGE>

                                     - 7 -


                                  ARTICLE III
                  Participation and Participant Contributions
                  -------------------------------------------

3.1       Participation.  An eligible Employee may become a Participant by
          -------------
          filing a written application with the Committee, or by telephonic or
          electronic processing, as the Committee shall determine.  The
          application shall indicate the amount of his initial Basic and
          Supplemental Contributions and whether he intends to have such
          Contributions made as Post-Tax Contributions or as Pre-Tax
          Contributions.  Except as the Committee in its discretion may
          otherwise determine, participation will commence with the first
          payroll period as is administratively practicable following the date
          such election is received by the Committee, or its designee.
          Participation shall thereafter continue until all amounts in the
          Participant's Account have been distributed even though current
          contributions may be suspended.

          Notwithstanding any provision of this Plan to the contrary, effective
          December 12, 1994, contributions, benefits and service credit with
          respect to qualified military service will be provided in accordance
          with Section 414(u) of the Code.

3.2       Amount of Contributions.  Contributions may be made by any Participant
          -----------------------
          who has Compensation during any payroll period.  Each Participant may
          contribute, at his option, Basic Contributions in any whole percentage
          of his Compensation during a payroll period with a minimum
          contribution of 1 percent of Compensation and a maximum contribution
          of 6 percent of Compensation. If a Participant is making Basic
          Contributions at the maximum rate of 6 percent of his Compensation, he
          may also elect to make Supplemental Contributions of any whole
          percentage from l to l0 percent of his Compensation during a payroll
          period.  All Participant contributions will be in cash in the form of
          Employee-authorized payroll deductions on either a post-tax basis or,
          pursuant to Section 3.7, on a pre-tax basis.

3.3       Change in Amount of Contributions.  The percentage, or percentages if
          ---------------------------------
          more than one, of Compensation designated by the Participant as his
          contribution rate will continue in effect, notwithstanding any change
          in his Compensation, until he elects to change such percentage.  A
          Participant, by filing a written election form furnished by the
          Committee, or by telephonic or electronic processing, as the Committee
          shall determine, may change his percentage of contributions as
          frequently during the Plan Year and pursuant to such rules as the
          Committee may prescribe.  Any such change will become effective on the
          first payroll period as is administratively practicable after the date
          such election is received by the Committee, or its designee.  If a
          Participant's total contribution rate is in excess of 6 percent of his
          Compensation, any such change will first be applied to adjust the
          amount of his Supplemental Contributions and then, if necessary, to
          adjust the amount of his Basic Contributions.  If a Participant's
          total contribution rate is less
<PAGE>

                                     - 8 -


          than 6 percent of his Compensation, any such change will first be
          applied to adjust the amount of his Basic Contributions and then, if
          necessary, to provide for Supplemental Contributions.

3.4       Suspension of Participant Contributions.  A Participant, by filing a
          ---------------------------------------
          written election with the Committee, or by telephonic or electronic
          processing as the Committee shall determine, may elect to suspend
          either his Basic or his Supplemental Contributions, or both, at any
          time.  Any such suspension will become effective with the first
          payroll period as is administratively practicable after the date such
          election is received by the Committee, or its designee.  A suspension
          of all Basic Contributions will automatically suspend all Supplemental
          Contributions.  In order to resume making contributions, the
          Participant must follow the procedure outlined in Section 3.l as
          though he were a new Participant.  A Participant will not be permitted
          to make up suspended contributions.  Participant contributions will be
          suspended automatically for any payroll period in which the
          Participant is not in receipt of Compensation.  Such automatic
          suspension shall be lifted beginning with the next payroll period that
          the Participant receives Compensation.  The suspension of Supplemental
          Contributions, in the absence of an election to the contrary, will not
          affect Basic Contributions.

3.5       Remittance of Participant Contributions to the Trustee.  Participant
          ------------------------------------------------------
          contributions will be remitted as soon as administratively practicable
          to the Trustee.

3.6       Termination of Participant Contributions.  A Participant's
          ----------------------------------------
          contributions will terminate effective with the payroll period that
          ends or includes the date the Participant terminates employment for
          any reason, including retirement or death.

3.7       Pre-Tax Contributions Option.  A Participant shall have the option of
          ----------------------------
          having his Basic and Supplemental Contributions to the Plan made on a
          tax-deferred basis pursuant to the terms of this Section.  Basic and
          Supplemental Pre-Tax Contributions may be made solely pursuant to a
          salary reduction agreement between an individual Participant and his
          employer.  Under this agreement the Participant agrees to reduce his
          Compensation by a specified percentage (as outlined in Section 3.2)
          and the Participating Company agrees to contribute to the Plan the
          identical amount on behalf of the Participant.  The agreement shall be
          in such form and subject to such rules as the Committee may prescribe.
          The Committee, in its sole discretion, may limit the number of salary
          reduction agreements a Participant may make during a Plan Year, except
          that an agreement may be terminated at any time, in which event the
          Participant shall specify whether all of his contributions shall cease
          or shall continue to be made as Post-Tax Contributions.

3.8      Rollovers to This Plan.  Notwithstanding the limitations on
         ----------------------
         contributions set forth in the preceding Sections of this Article III,
         any active Employee may make
<PAGE>

                                     - 9 -


         rollover contributions (as defined in Sections 402(c)(4), 403(a)(4) and
         408(d)(3) of the Code) to the extent the Committee in its discretion
         may permit and in accordance with rules it shall establish. In
         addition, the Committee in its sole discretion may arrange for a
         Participant's account in any other tax-qualified plan to be transferred
         directly to this Plan. No rollover contribution or transfer shall be
         permitted if it could adversely affect the tax qualification of this
         Plan. All rollovers and transfers to this Plan shall be credited to a
         Participant's Rollover Account.
<PAGE>

                                     - 10 -


                                  ARTICLE IV
                      Participating Company Contributions
                      -----------------------------------

4.1       Matching Contributions.  Subject to the limitations of Section 4.4,
          ----------------------
          for each payroll period a Participating Company shall contribute a
          Matching Contribution equal to 100 percent of the amount contributed
          by each of its Employees who is a Participant in the Plan up to a
          maximum of 6 percent of the Participant's Compensation during the
          payroll period.

4.2       Remittance of Company Contributions.  Matching Contributions shall be
          -----------------------------------
          remitted to the Trustee on a regular and periodic basis as soon as
          administratively practicable following the payroll period to which
          they relate but in no event shall they be made less frequently than
          quarterly.  All Matching Contributions will be made in cash or in
          Company Common Stock, and will be invested in accordance with Article
          V.

4.3       Effect of Suspension of Participant Contributions on Matching
          -------------------------------------------------------------
          Contributions.  During any period in which a Participant's Basic
          -------------
          Contributions are suspended, Matching Contributions on his behalf will
          also be suspended.

4.4       Maximum Contributions.  Notwithstanding the contribution levels
          ---------------------
          specified in Article III and the preceding Sections of this Article
          IV, no contributions will be permitted in excess of the limits set
          forth below:

         (a)   Code Section 402(g) Limits.  A Participant's Pre-Tax
               --------------------------
               Contributions to this Plan and any tax-deferred contributions
               under any other 401(k) plan in which he may participate shall not
               exceed $10,500 (or such other limit as may be in effect under
               Code Section 402(g), including cost of living increases for years
               after 2000 as provided under the Code) in any taxable year of the
               Participant.  To meet this limit, no contribution to this Plan in
               excess of the Section 402(g) limit shall be accepted on behalf of
               any Participant during a calendar year.  If a Participant
               participates in more than one 401(k) plan, he shall notify the
               Committee or its designee of any excess contribution in a
               calendar year by March 1 of the following year.  The Committee
               shall then cause the portion of such excess allocated to this
               Plan to be returned to the Participant by April 15 following the
               calendar year to which the excess contribution relates.

               (b) Code Section 401(k) Limits.  This Plan is designed to satisfy
                   --------------------------
               the safe harbor nondiscrimination test of Code Section 401(k)(12)
               (the 100% match, full vesting, notice to employees and in-service
               withdrawal restrictions of this Section).  If, in operation, the
               Plan should fail to meet this safe harbor test in any Plan Year,
               it shall comply in such Year with the Actual Deferral Percentage
               test of Code Section 401(k)(3) which is hereby incorporated by
               this reference.
<PAGE>

                                     - 11 -


               (c) Code Section 401(m) Limits.  This Plan is designed to satisfy
                   --------------------------
               the safe harbor nondiscrimination test of Code Section
               401(m)(11).  If, in operation, the Plan fails to satisfy all the
               requirements for this safe harbor in any Plan Year, it shall for
               such Year satisfy the Average Contribution Percentage test of
               Code Section 401(m)(2) which is hereby incorporated by this
               reference.

               (d) Code Section 415 Limits.  Pursuant to Code Section 415, the
                   -----------------------
               total of Employee and Participating Company contributions on
               behalf of a Participant for each Plan Year (his "annual
               additions") shall not exceed the lesser of $30,000 (or such
               larger amounts as reflect cost of living increases pursuant to
               Section 415 of the Code) or 25 percent of the Participant's total
               compensation for such Plan Year.  Rollover contributions and loan
               repayments are not annual additions for this purpose.  For
               purposes of applying these limitations, the term "compensation"
               shall have the meaning ascribed to it in regulations under Code
               Section 415.  In general, these regulations define compensation
               to mean an Employee's W-2 compensation from a Participating
               Company but excluding income derived from the exercise of stock
               options, from the disqualification of an incentive stock option,
               from restricted stock or from income imputed from the payment of
               life insurance premiums, and shall include, effective January 1,
               1998, any elective deferral (as defined in Code Section
               402(g)(3)), and any amount which is contributed or deferred by
               the Employer at the election of the Participant and which is not
               includable in the gross income of the Participant by reason of
               Code Sections 125 or 132.

               In addition to the amounts calculated under this Plan, annual
               additions shall include such amounts, similarly calculated, that
               are contributed with respect to the Participant to any other
               defined contribution plan maintained by a Participating Company
               or by any Affiliated Company and Participating Company
               contributions to an individual medical account as described in
               Code Sections 415(1) and 419A(d)(2).  In determining whether a
               corporation is an Affiliated Company for this purpose only, the
               percentage control test set forth in Section 1563(a) of the Code
               shall be a 50 percent test in place of the 80 percent test each
               place the 80 percent test appears in said Code section.

               If Plan contributions exceed the limits of this Section, first
               the Participant's contributions shall be reduced, as necessary,
               to eliminate the excess, in the following order of priority:
               Post-Tax Supplemental Contributions; Post-Tax Basic
               Contributions; Pre-Tax Supplemental Contributions; and Pre-Tax
               Basic Contributions.  Post-Tax and Pre-Tax Contributions by a
               Participant which cause the excess, plus the earnings
               attributable to such contributions may be returned to the
               Participant in the
<PAGE>

                                     - 12 -


               event the excess is caused by a reasonable error in estimating a
               Participant's annual compensation or any other cause which is
               acceptable under Treasury Regulation Section 1.415-6(b)(6). If an
               excess still exists, the Participating Company's contribution
               shall be reduced as necessary.

               The provisions of this paragraph are effective for Plan Years
               beginning prior to January 1, 2000.  For Plan Years beginning on
               and after January 1, 2000, these provisions shall no longer be
               applicable.  If a person participates at any time in both a
               defined benefit plan and a defined contribution plan maintained
               by a Participating Company or an Affiliated Company, the sum of
               the defined benefit plan fraction and the defined contribution
               plan fraction for any Plan Year may not exceed l.0.  For purposes
               of this Section, the defined contribution plan fraction for any
               Plan Year is a fraction the numerator of which is the person's
               annual additions in such Plan Year and all prior years of
               employment, as determined above, and the denominator of which is
               the lesser of the following amounts for such Year and for each
               prior Year:  (a) l.25 times the dollar limitation of Code Section
               4l5(c)(l)(A) for the pertinent Year or (b) l.4 times the amount
               that could be taken into account under the limitation of Code
               Section 4l5(c)(l)(B) for the Participant.  The defined benefit
               plan fraction for any Plan Year is a fraction the numerator of
               which is the Participant's projected annual benefit under all
               plans maintained by a Participating Company or an Affiliated
               Company and the denominator of which is the lesser of the
               following amounts for such Year:  (a) l.25 times the dollar
               limitation of Code Section 4l5(b)(l)(A) for such Year or (b) l.4
               times the amount that could be taken into account under the
               percentage limitation of Code Section 4l5(b)(l)(B) for the
               Participant for such Year.

               The Committee shall monitor the contributions and benefits with
               respect to each Participant under all plans maintained by a
               Participating Company and any Affiliated Company.  The Committee,
               in its sole discretion, shall reduce any such contributions or
               benefits to prevent the combined fractions from exceeding 1.0 for
               years beginning prior to January 1, 2000.
<PAGE>

                                     - 13 -


                                   ARTICLE V
                          Investment of Contributions
                          ---------------------------

5.1       Investment Funds.  The Trustee shall establish a Company Stock fund
          ----------------
          and such other investment funds as shall be designated from time to
          time by the Committee.

5.2       Investment of Company Contributions.  All Matching Contributions and
          -----------------------------------
          the earnings thereon shall be invested initially in Company Stock.
          All amounts required to be invested initially in Company Stock shall
          remain in the Company Stock fund until the fifth calendar year
          following the year of investment or, if earlier, the Participant's
          termination of employment from the Global Crossing group of affiliated
          companies (the "Restricted Period").  At the earlier of (a)
          termination of employment or (b) the expiration of the five year
          period, the Restricted Stock, including the reinvested earnings on the
          initial contributions, in a Participant's Account shall lose its
          investment restriction and may, as of the next following window
          period, be invested by the Participant, pursuant to Section 5.5 and
          any rules established thereunder by the Committee, in any other fund
          option or left in the Company Stock fund.  To implement the
          reinvestment of assets no longer subject to restriction, the Committee
          may in its sole discretion establish one or more window periods during
          a Plan Year when Company Stock no longer subject to restriction may be
          liquidated and the proceeds reinvested in other funds.

5.3       Investment of Participant Contributions.  Each Participant shall
          ---------------------------------------
          direct, at the time he elects to become a Participant under the Plan,
          that his Participant contributions be invested in one or more
          available fund options in accordance with any rules the Committee in
          its discretion may establish.  In the event no election is made, all
          contributions will be invested in a default fund option designated by
          the Committee for this purpose.

5.4       Changing the Current Investment Election.  A Participant's investment
          ----------------------------------------
          election for his Participant contributions will continue in effect
          until changed by the Participant.  A Participant may change his
          current investment election as to his future Participant contributions
          effective no later than the first payroll period as is
          administratively practicable after the date such election to change is
          received by the Committee or its designee.  Such changes may be made
          only as frequently as the Committee in its sole discretion may permit
          and in accordance with any rules the Committee in its discretion may
          establish.

5.5       Changing the Investment of Accumulated Contributions.  A Participant
          ----------------------------------------------------
          may change his investment election as to some or all of his entire
          Participant Account balance except for the Restricted Stock.  Such
          changes may be elected only as frequently as the Committee in its sole
          discretion may permit and in accordance with any rules the Committee
          in its discretion may establish.
<PAGE>

                                     - 14 -


5.6       Voting Rights with Respect to Company Stock.  Each Participant shall
          -------------------------------------------
          have the right to vote all shares of Company Stock held in the
          Participant's Account. Each Participant shall also have the right to
          direct the Trustee whether to tender such shares of Company Stock in
          the event an offer is made by any person other than a Participating
          Company to purchase such shares. The Committee shall make any such
          arrangements with the Trustee as may be appropriate to pass such
          voting or tender offer rights through to a Participant. In the event a
          Participant fails to vote his shares or fails to indicate his
          preference with respect to a tender offer, the Trustee shall vote the
          Participant's shares or tender his shares in the same proportions as
          those Plan Participants who did respond, cast their votes or tender
          their shares.
<PAGE>

                                     - 15 -


                                  ARTICLE VI
                             Participant Accounts
                             --------------------

6.1       Individual Accounts.  The Committee shall create and maintain (or
          -------------------
          direct to be created and maintained) individual accounts as records
          for disclosing the interest in the Trust of each Participant, former
          Participant and Beneficiary.  Such accounts shall record credits and
          charges in the manner herein described.  When appropriate, a
          Participant shall have five separate accounts, a Restricted Company
          Contribution Account, an Unrestricted Company Contribution Account, a
          Participant Pre-Tax Contribution Account, a Participant Post-Tax
          Contribution Account and a Rollover Account.  The maintenance of
          individual accounts is only for accounting purposes, and a segregation
          of the assets of the Trust to each account shall not be required.

6.2       Account Adjustments.  Participant Accounts shall be adjusted as
          -------------------
          follows:

          (a)  Earnings:  The earnings (including losses as well as gains) of
               --------
               the Trust shall be allocated to the Participant Accounts of
               Participants who have balances in their Accounts on each
               Valuation Date.  The allocation shall be made in the proportion
               that the amounts in each Participant Account bear to the total
               amounts in all of the Participant Accounts similarly invested.
               In determining the value of Plan assets, each valuation shall be
               based on the fair market value of assets in the Trust on the
               Valuation Date.

               Notwithstanding the foregoing paragraph or any other provision of
               the Plan, to the extent that Participant Accounts are invested in
               mutual funds or other assets for which daily pricing is available
               ("Daily Pricing Media"), all amounts contributed to the Trust
               Fund will be invested at the time of their actual receipt by the
               Daily Pricing Media, and the balance of each Account shall
               reflect the results of such daily pricing from the time of actual
               receipt until the time of distribution.  Investment elections and
               changes pursuant to Article V shall be effective upon receipt by
               the Daily Pricing Media.  References elsewhere in the Plan to the
               investment of contributions "as of" a date other than that
               described in this Section  6.2(a) shall apply only to the extent,
               if any, that assets of the Trust Fund are not invested in Daily
               Pricing Media.

          (b)  Participating Company contributions:  If Daily Pricing Media is
               -----------------------------------
               in effect as described in Section 6.2(a), Matching Contributions
               will be invested at the time of actual receipt by the Daily
               Pricing Media.  If Daily Pricing Media is not in effect, as of
               the end of each month the Matching Contributions on behalf of a
               Participant during the month shall be allocated to the
               Participant's Restricted Company Contribution Account.
<PAGE>

                                     - 16 -


          (c)  Participant contributions:  If Daily Pricing Media is in effect
               -------------------------
               as described in Section 6.2(a), a Participant's contributions
               will be invested at the time of actual receipt by the Daily
               Pricing Media.  If Daily Pricing Media is not in effect, a
               Participant's contributions made during a month shall be
               allocated to his Pre-Tax or Post-Tax Contribution Account, as the
               case may be, as of the end of each month.

          (d)  Distributions and withdrawals:  Distributions and withdrawals
               -----------------------------
               from a Participant's Account shall be charged to the Account as
               of the date paid.

6.3       Statements to Participants.  On a periodic basis, but no less
          --------------------------
          frequently than once during each Plan Year, the Committee (or its
          designee) will provide each Participant with a statement showing his
          interests in the Plan's various investment funds.  The statement may
          show a Participant's interest in the Company Stock fund in terms of
          the number of shares of Company Stock, their dollar value, or both.
          As an alternative to showing the dollar or stock value of each
          Account, the Committee in its discretion may express each
          Participant's interest in terms of units.

6.4       Transfer of Accounts Among Related Company Plans.  If a Participant
          ------------------------------------------------
          ceases to be within an eligible class of Participants under this Plan
          but becomes covered by a substantially similar 401(k) plan sponsored
          by Global Crossing Ltd. or any corporation or business entity in which
          it has a 50 percent or more ownership or profits interest, the
          Committee may in its sole discretion transfer the Participant's
          accounts to the other 401(k) plan without the Participant's consent.
          Similarly, if a Participant in this Plan previously participated in
          another such 401(k) plan, the Participant's accounts in the other
          401(k) plan may be transferred to this Plan without the Participant's
          consent. In any event, the value of the Participant's accounts subject
          to any such transfer shall be the same immediately following the
          transfer as they were immediately prior to the transfer and any other
          benefits, rights and features of the transferor plan which are
          "protected benefits" within the meaning of Code section 411(d)(6)
          shall continue to apply to the transferred funds within the transferee
          plan. The timing and the mechanics of any transfer shall be within the
          sole discretion of the Committee.
<PAGE>

                                     - 17 -


                                  ARTICLE VII
                 Retirement or Other Termination of Employment
                 ---------------------------------------------

     All Participant Accounts under this Plan, whether derived from Participant
or Participating Company contributions, are 100 percent vested at all times.  If
a Participant's employment with a Participating Company is terminated for any
reason, he shall be entitled to receive the entire balance of such accounts in
accordance with the provisions of Article IX.

     Notwithstanding the foregoing, any benefit that is currently payable from
the Plan to a recipient who cannot be located despite reasonable efforts to do
so, shall be forfeited.  All forfeitures with respect to lost Participants and
Beneficiaries shall be used to reduce a Participating Company's current or next
succeeding contributions to the Plan.  In the event the lost Participant or
Beneficiary subsequently makes a claim for the forfeited benefits, the
Participating Company shall restore to the Plan the forfeited benefit plus
earnings based on returns from the Plan's fixed income investment option from
the date of forfeiture to the date the forfeited benefit is restored.
<PAGE>

                                     - 18 -


                                 ARTICLE VIII
                                     Death
                                     -----

8.1       Death While Actively Employed.  If a Participant dies while actively
          -----------------------------
          employed, the Participant's Beneficiary will be entitled to receive
          l00 percent of the value of his Participant Account.  This amount
          shall consist of the Account's value as of the distribution date.

8.2       Death After Retirement.  If a Participant dies after retirement, any
          ----------------------
          benefit payable to the Participant's Beneficiary will depend upon the
          method that has been employed to distribute the value of his
          Participant Account in accordance with Article IX.

8.3       Beneficiary.  If a Participant is married, his Beneficiary shall be
          -----------
          his spouse who shall be entitled to receive his remaining account
          balance, upon the Participant's death. Upon the written election of
          the Participant, with his spouse's written consent, a Participant may
          designate as a Beneficiary someone other than his spouse. This
          election and spousal consent must either be notarized or be witnessed
          by a Plan representative and returned to the Committee or its
          designee. If such election has been made or if the Participant is not
          married, the Participant will designate the Beneficiary (along with
          alternate Beneficiaries) to whom, in the event of his death, any
          benefit is payable hereunder. Each Participant has the right, subject
          to the spousal consent requirement noted above, to change any
          designation of Beneficiary. A designation or change of Beneficiary
          must be in writing in a form approved by the Committee and any change
          of Beneficiary will not become effective until such change of
          Beneficiary is filed with the Committee or its designee, whether or
          not the Participant is alive at the time of such filing; provided,
          however, that any such change will not be effective with respect to
          any payments made by the Trustee in accordance with the Participant's
          last designation and prior to the time such change was received by the
          Committee or its designee. The interest of any Beneficiary who dies
          before the Participant will terminate unless otherwise provided. If a
          Beneficiary is not validly designated, or is not living or cannot be
          found at the date of payment, any amount payable pursuant to this Plan
          will be paid to the spouse of the Participant if living at the time of
          payment, otherwise in equal shares to such children of the Participant
          as may be living at the time of payment; provided, however, that if
          there is no surviving spouse or child at the time of payment, such
          payment will be made to the estate of the Participant.
<PAGE>

                                     - 19 -


                                  ARTICLE IX
                              Payment of Benefits
                              -------------------

9.1       Form of Payment.  Except as may be restricted by Sections 9.2 and 9.3,
          ---------------
          any Participant or, if the choice is his, any Beneficiary who is
          entitled to receive benefits under Articles VII or VIII may elect to
          receive the amount in the Participant Account in accordance with one
          of the following options:

          OPTION A:  A lump sum.

          OPTION B:  Periodic payments of substantially equal amounts for a
          specified number of years not in excess of twenty.  Such periodic
          payments shall be made at least annually.  In the event periodic
          payments are elected, the Participant shall direct how the remaining
          balance of his Participant Account is to be invested.

9.2       Payments from Company Stock Fund.  If a recipient elects a lump sum
          --------------------------------
          payment under Option A of Section 9.l or installment payments under
          Option B of Section 9.l, payment from the Participant's Company Stock
          fund account may be made either in cash or in Company Stock.  If a
          person receives benefits in the form of an annuity under Appendix B,
          the amounts in his Company Stock fund shall be liquidated and combined
          with his amounts in all other investment funds to purchase an annuity
          contract pursuant to which only cash benefits will be paid.

9.3       Time of Payment.  A Participant or Beneficiary who becomes entitled to
          ---------------
          receive a benefit at any time when the Participant Account is $5,000
          or less will be cashed out in a lump sum for the full amount of the
          account balance as soon as administratively practicable.  If the
          account balance is in excess of $5,000 it shall be paid prior to
          Normal Retirement Age only with the written consent of the Participant
          and, if married, with the consent of the Participant's spouse in a
          writing which acknowledges the effect of such consent and which is
          witnessed by a Plan representative or is notarized.  In the case of
          death, the written consent of the Participant's Beneficiary shall be
          required for amounts in excess of $5,000.

          Benefit payments shall normally begin not later than the April l
          following the calendar year during which the event giving rise to the
          eligibility for payment shall have occurred.  In no event shall
          benefits begin later than sixty days after the close of the Plan Year
          in which the latest of the following occurs:  (1) the Participant's
          attainment of age 65; (2) the 10th anniversary of the year in which
          the Participant commenced participation in this Plan; (3) the
          termination of the Participant's service with a Participating Company;
          or (4) the date specified in writing to the Committee or its designee
          by the Participant (but not later than the year in which he attains
          age 70 1/2).

          Distributions shall commence no later than the April 1 of the calendar
          year following the later of the calendar year in which the Participant
          attains age seventy and one-half (70-1/2) or the calendar year in
          which the Participant
<PAGE>

                                     - 20 -


          terminates employment with the Company. Notwithstanding the foregoing,
          a 5 percent owner of the Company shall commence receipt of benefits no
          later than the April 1 of the calendar year following the year he
          reaches age 70-1/2 even if he remains in the active employ of the
          Company.

          Notwithstanding any direction by the Participant to the contrary, all
          payments must be payable pursuant to a schedule whereby the entire
          amount in the Participant's Account is paid over a period that does
          not extend beyond the life of the Participant or over the joint lives
          of the Participant and any individual he has designated as his
          Beneficiary (or over the joint life expectancies of the Participant
          and his designated individual Beneficiary).  In addition, unless the
          benefit is payable as a qualified joint and survivor annuity, the
          payment method selected must provide that more than 50 percent of the
          present value of the payments projected to be paid to the Participant
          and his Beneficiary will be paid to the Participant during his life
          expectancy.

          In the event of the death of a Participant, former Participant or
          Beneficiary while benefits are being paid under a schedule which meets
          the requirements of the preceding paragraph, payments shall continue
          pursuant to a schedule which is at least as rapid as the period
          selected.  In the event of the death of a Participant or former
          Participant before benefit payments have commenced, any death benefit
          shall be distributed within five years of death unless the following
          conditions are met:

          (a)  payments are made to an individual Beneficiary designated by the
               Participant;

          (b)  payments are made for the life of such individual Beneficiary or
               over a period not extending beyond his life expectancy; and

          (c)  payments commence within one year of death.

          If the designated Beneficiary is the Participant's spouse, payments
          will be paid within a reasonable period of time after the
          Participant's death, but may be delayed until the date the Participant
          would have attained age 70 1/2, if the Beneficiary so elects.  If the
          spouse dies before payments begin, the rules of this paragraph shall
          be applied as if the spouse were the Participant.  Notwithstanding the
          provisions of this Section, the distribution requirements of Code
          Section 401(a)(9) and the regulations thereunder are hereby
          incorporated by this reference and shall supersede any conflicting
          Plan provisions.

9.4       Death of Participant Prior to Receiving Full Distribution.  Except as
          ---------------------------------------------------------
          provided in Section 8.2, if a Participant dies after having terminated
          employment and prior to receiving a distribution of his Participant
          Account, then the payments that would otherwise have been made to the
          Participant will be made to his Beneficiary.
<PAGE>

                                     - 21 -


9.5       QDROs.  Benefits shall be payable under this Plan to an alternate
          -----
          payee pursuant to the terms of any qualified domestic relations order.
          The Committee or its designee has the responsibility for determining
          if a domestic relations order is qualified and whether its payment
          terms are consistent with the terms of the Plan.  If appropriate, the
          amounts subject to a QDRO may be segregated from the Participant's
          Account and placed in a separate account for the benefit of the
          alternate payee who shall thereupon be treated for Plan purposes as a
          Participant.  Any amounts payable to an alternate payee may, at the
          alternate payee's request, be paid from the Plan immediately pursuant
          to the terms of the QDRO even if benefits are not otherwise
          immediately distributable to the Participant.

9.6       Direct Rollovers from this Plan.  Notwithstanding any provision of the
          -------------------------------
          Plan to the contrary that would otherwise limit a Participant's
          election under this Section, a Participant may elect, at the time and
          in the manner prescribed by the Committee, to have any portion of an
          eligible rollover distribution paid directly to an eligible retirement
          plan specified by the Participant in a direct rollover.  An eligible
          rollover distribution is any distribution of all or any portion of the
          balance to the credit of the Participant except that an eligible
          rollover distribution does not include any distribution that is one of
          a series of substantially equal periodic payments (not less frequently
          than annually) made for the life (or life expectancy) of the
          Participant or the joint lives (or joint life expectancies) of the
          Participant and the Participant's designated Beneficiary, or for a
          specified period of ten years or more; any distribution to the extent
          such distribution is required under Section 401(a)(9) of the Code; the
          portion of any distribution that is not includable in gross income
          (determined without regard to the exclusion for net unrealized
          appreciation with respect to Company securities); and any withdrawal
          on account of hardship described in Code Section 401(k)(2)(B)(i)(IV).

          An eligible retirement plan is an individual retirement account
          described in Section 408(a) of the Code, an individual retirement
          annuity described in Section 408(b) of the Code, an annuity plan
          described in Section 403(a) of the Code, or a qualified trust
          described in Section 401(a) of the Code, that accepts the
          Participant's eligible rollover distribution. However, in the case of
          an eligible rollover distribution to the surviving spouse, an eligible
          retirement plan is an individual retirement account or individual
          retirement annuity.

          For these purposes, a Participant includes an Employee or former
          Employee who has an account balance in the Plan.  In addition, the
          Employee's or former Employee's surviving spouse and the Employee's or
          former Employee's spouse or former spouse who is the alternate payee
          under a qualified domestic relations order, as defined in Section
          414(p) of the Code, are Participants with respect the interest of the
          spouse or former spouse.  A direct rollover is a payment by the Plan
          to the eligible retirement plan specified by the Participant.
<PAGE>

                                     - 22 -


                                   ARTICLE X
                    Withdrawals and Loans During Employment
                    ---------------------------------------

10.1      Age 59 1/2 Withdrawals.  A Participant who has reached age 59 1/2 but
          ----------------------
          who has not yet terminated employment may withdraw all or a portion of
          his accumulated account balance under the Plan subject to the
          limitations specified in Section 10.4.

10.2      Participant Post-Tax Contributions.  A Participant may, by filing a
          ----------------------------------
          request with the Committee or its designee, signed by the Participant
          and the Participant's spouse, elect to withdraw amounts in his
          Participant Post-Tax Contribution Account as follows:

          (a)  Contributions.  A withdrawal of up to l00 percent of Participant
               -------------
               Post-Tax Contributions or, if less, l00 percent of the then value
               of such contributions may be made from the Plan.

          (b)  Earnings.  A withdrawal of up to l00 percent of the earnings on
               --------
               Post-Tax Contributions may be made by a Participant from the
               Plan.

10.3      Participant Pre-Tax Contributions.  No earnings in a Participant's
          ---------------------------------
          Pre-Tax Contribution Account may be withdrawn prior to age 59 1/2.  A
          Participant may withdraw his Pre-Tax Contributions from his
          Participant Pre-Tax Contribution Account prior to age 59 1/2 only if
          the withdrawal is made on account of an immediate and heavy financial
          need of the Participant that cannot be satisfied from other resources
          available to the Participant.  For purposes of this Section, an
          immediate and heavy financial need shall mean (1) expenses incurred
          for medical care or necessary to obtain medical care for a
          Participant, a Participant's spouse or a Participant's dependent; (2)
          the purchase of a Participant's principal residence; (3) tuition and
          related educational fees for post-secondary education but only for the
          next 12 months for a Participant, a Participant's spouse or a
          Participant's dependent, or remedial school tuition; (4) prevention of
          eviction or mortgage foreclosure; (5) expenses arising from the death
          of a spouse or dependent; (6) financial loss due to a sudden
          catastrophe; (7) extraordinary legal expenses; (8) adoption expenses;
          or (9) any other need recognized by the IRS in documents of general
          applicability.  A Participant will be deemed to lack other resources
          if all of the following conditions are satisfied:  (1) the Participant
          must have obtained all distributions (except hardship) and, unless
          they will themselves create or exacerbate a hardship, all nontaxable
          loans available from all plans of any Participating Company; (2) the
          Participant may not make any contributions to any plan of any
          Participating Company for at least 12 months following the hardship
          withdrawal and (3) the dollar limit on pre-tax contributions ($10,500
          or such other maximum level prescribed by Code Section 402(g),
          including inflation adjustments after 2000) for the calendar year
          following the hardship shall be reduced by the amount of the hardship
          withdrawal.  If the foregoing conditions are not satisfied, the
          Committee may reasonably rely on statements and
<PAGE>

                                     - 23 -


          representations made by the Participant with respect to his lack of
          other financial resources. The amount of the withdrawal cannot exceed
          the amount required to relieve the financial need (including any
          amounts necessary to pay federal, state or local income taxes or
          penalties reasonably anticipated to result from the distribution).

10.4      Limitations on In-Service Withdrawals.
          -------------------------------------

          (a)  No more than two in-service withdrawals are permitted in any one
               Plan Year.

          (b)  No withdrawal will be permitted unless the amount to be withdrawn
               is at least $500 or l00% of the aggregate value of the
               Participant's relevant account from which withdrawals are being
               requested if such value is less than $500.

          (c)  Unless otherwise specified by the Participant, any withdrawal of
               Participant contributions from his Participant Post-Tax
               Contribution Account will be satisfied first by a withdrawal of
               his pre-1987 contributions, if any, and then by a withdrawal of
               his post-1986 contributions and/or earnings on contributions.

          (d)  Any withdrawal from a Participant's Post-Tax Contribution Account
               will result in an automatic suspension of the Participant's right
               to make future Plan contributions for a period of six months from
               the date of the withdrawal.  During the period of suspension,
               Matching Contributions will also be suspended.  Finally, after
               the Participant resumes making contributions to the Plan, no
               make-up contributions will be permitted for the period of the
               suspension.

10.5      Fund to be Charged with Withdrawal.  A Participant may specify the
          ----------------------------------
          investment fund or combination of funds from which a withdrawal is to
          be made.  If the Participant fails to make any designation, a
          distribution will be made out of the Participant's interest in each of
          the funds in proportion to the Participant's investment in these
          funds.

10.6      Loans to Participants.  The Trustee shall, if the Committee or its
          ---------------------
          designee directs, make a loan to a Participant from any or all of the
          Participant's accounts subject to such rules as the Committee may
          prescribe and subject to the following conditions:

          (a)  An application for a loan by a Participant shall be made in
               writing to the Committee, or through telephonic or electronic
               processing, as the Committee may determine;

          (b)  Loans will be granted only to active Participants;
<PAGE>

                                     - 24 -


          (c)  A loan must be for a minimum of $500, only two loans (only one
               for the purchase of a principal residence) may be outstanding at
               any one time, and no loan refinancings will be permitted;

          (d)  No loan shall be made to the extent that such loan when added to
               all other loans to the Participant would exceed the lesser of (1)
               50 percent of the amounts in all of the Participant's accounts
               under the Plan or (2) $50,000 reduced by the excess, if any, of
               the highest outstanding balance of loans during the one year
               period ending on the day before the loan is made over the
               outstanding balance of loans to the Participant on the date the
               loan is made.  In determining whether the foregoing loan limits
               are satisfied, all loans from all plans of a Participating
               Company and of any Affiliated Company shall be aggregated.

          (e)  The period of repayment for any loan shall be arrived at by
               mutual agreement between the Committee and the borrower, but such
               period in no event shall exceed five years except that a loan may
               be granted for a period not to exceed 25 years if the proceeds
               are used to purchase the Participant's principal residence;

          (f)  All loans must be repaid under a substantially level amortization
               period with payments being made at least quarterly;

          (g)  Each loan shall be made against collateral being the assignment
               of 50 percent of the borrower's entire right, title and interest
               in and to the Trust Fund, supported by the borrower's collateral
               promissory note for the amount of the loan, including interest,
               payable to the order of the Trustee and/or such other collateral
               as the Committee may require;

          (h)  Each loan shall bear interest at a rate fixed by the Committee.
               The rate shall be commensurate with the rates charged by persons
               in the business of lending money for loans which would be made
               under similar circumstances.  Interest rates granted at different
               times and to Participants in differing circumstances may vary
               depending on such differences;

          (i)  A loan shall be treated as a directed investment by the borrower
               with respect to his accounts.  The interest paid on the loan
               shall be credited to the borrower's accounts and he shall not
               share in the earnings of the Plan's assets with respect to the
               amounts borrowed and not yet repaid;

          (j)  A loan to a married Participant requires the written, notarized
               consent of the Participant's spouse;

          (k)  No distribution shall be made to any Participant, former
               Participant or Beneficiary unless and until all unpaid loans,
               including accrued interest thereon, have been liquidated or
               offset against the account;
<PAGE>

                                     - 25 -


          (l)  The Committee may, in its discretion, charge a fee to process and
               maintain Plan loans, which shall be deducted from the accounts of
               Participants who take loans.  The amounts of such fees shall be
               determined from time to time by the Committee; and

          (m)  Loan repayments will be suspended under this Plan as permitted
               under Section 414(u)(4) of the Code.
<PAGE>

                                     - 26 -


                                  ARTICLE XI
                              Plan Administration
                              -------------------

11.1      Appointment of Committee.  The Board shall appoint the Employee
          ------------------------
          Benefits Committee to administer the Plan.  Any person, including an
          officer or other employee of a Participating Company, is eligible for
          appointment as a member of the Committee.  Such members shall serve at
          the pleasure of the Board.  Any member may resign by delivering his
          written resignation to the Board.  Vacancies in the Committee shall be
          filled by the Board.

11.2      Named Fiduciary and Plan Administrator.  The Employee Benefits
          --------------------------------------
          Committee shall be the Named Fiduciary and Plan Administrator as these
          terms are used in ERISA.  The Employee Benefits Committee shall
          appoint a Secretary who shall also be the agent for the service of
          legal process.

11.3      Powers and Duties of Committee.  The Committee shall administer the
          ------------------------------
          Plan in accordance with its terms and shall have all powers necessary
          to carry out the provisions of the Plan, except such powers as are
          specifically reserved to the Board or some other person.  The
          Committee's powers include the power to make and publish such rules
          and regulations as it may deem necessary to carry out the provisions
          of the Plan.  In its sole discretion, the Committee shall interpret
          the Plan and shall determine all questions arising in the
          administration, interpretation, and application of the Plan, including
          eligibility to participate and eligibility to receive benefits.

          The Committee shall notify the Trustee of the liquidity and other
          requirements of the Plan from time to time.

11.4      Operation of Committee.  The Committee shall act by a majority of its
          ----------------------
          members at the time in office, and such action may be taken either by
          a vote at a meeting or without a meeting.  Any action taken without a
          meeting shall be reflected in a written instrument signed by a
          majority of the members of the Committee.  A member of the Committee
          who is also a Participant shall not vote on any question relating
          specifically to himself.  Any such question shall be decided by the
          majority of the remaining members of the Committee.  The Committee may
          authorize any one or more of its members to execute any document on
          behalf of the Committee, in which event the Committee shall notify the
          Trustee in writing of such action and the name or names of its member
          or members so designated.  The Trustee thereafter shall accept and
          rely upon any document executed by such member or members as
          representing action by the Committee until the Committee shall file
          with the Trustee a written revocation of such designation.  The
          Committee may adopt such by-laws or regulations as it deems desirable
          for the conduct of its affairs.
<PAGE>

                                     - 27 -


          The Committee shall keep a record of all its proceedings and acts and
          shall keep all such books of account, records, and other data as may
          be necessary for the proper administration of the Plan.

11.5      Power to Appoint Advisers.  The Committee may appoint such actuaries,
          -------------------------
          accountants, attorneys, consultants, other specialists and such other
          persons as it deems necessary or desirable in connection with the
          administration of this Plan.  Such persons may, but need not, be
          performing services for a Participating Company.  The Committee shall
          be entitled to rely upon any opinions or reports which shall be
          furnished to it by any such actuary, accountant, attorney, consultant
          or other specialist.

11.6      Expenses of Plan Administration.  The members of the Committee shall
          -------------------------------
          serve without compensation for their services as such, but their
          reasonable expenses shall be paid by the Company.  To the extent not
          paid from Fund assets, as determined from time to time by the
          Committee, all reasonable expenses of administering the Plan shall be
          paid by the Company, including, but not limited to, fees of the
          Trustee, accountants, attorneys, consultants, and other specialists.

11.7      Duties of Fiduciaries.  All fiduciaries under the Plan and Trust shall
          ---------------------
          act solely in the interests of the Participants and their
          Beneficiaries and in accordance with the terms and provisions of the
          Plan and Trust Agreement insofar as such documents are consistent with
          ERISA, and with the care, skill, prudence, and diligence under the
          circumstances then prevailing that a prudent person acting in a like
          capacity and familiar with such matters would use in the conduct of an
          enterprise of like character and with like aims.  Any person may serve
          in more than one fiduciary capacity with respect to the Plan and
          Trust.

11.8      Liability of Members.  No member of the Committee shall incur any
          --------------------
          liability for any action or failure to act, excepting only liability
          for his own breach of fiduciary duty.  To the extent not covered by
          insurance, the Company shall indemnify each member of the Committee
          and any employee acting on its behalf against any and all claims,
          loss, damages, expense and liability arising from any action or
          failure to act.

11.9      Allocation of Responsibility.  The Board, Trustee, Investment Manager
          ----------------------------
          and the committees established to administer the Plan possess certain
          specified powers, duties, responsibilities and obligations under the
          Plan and Trust.  It is intended under this Plan that each be solely
          responsible for the proper exercise of its own functions and that each
          shall not be responsible for any act or failure to act of another,
          unless otherwise responsible as a breach of its own fiduciary duty.

          (a)  Generally, the Board shall be responsible for appointing the
               members of the committees it may establish to administer this
               Plan.  The Board shall have sole authority to terminate this Plan
               and to make any discretionary
<PAGE>

                                     - 28 -


               amendments, while the Committee shall have authority for making
               non-discretionary amendments (e.g., regulatory changes, changes
               prescribed by law, or administrative rules) and for recommending
               to the Board any other Plan amendments it deems appropriate.

          (b)  The Committee shall have the responsibilities of making Plan
               amendments not specifically reserved to the Board in the
               preceding subsection, including sole discretion to amend the Plan
               if employees are not authorized to invest Plan assets in
               Participating Company securities, to select Investment Managers,
               to direct the Trustee and the Investment Managers with respect to
               all matters relating to the investment of Plan assets, to review
               and report to the Board on the investment policy and performance
               of Plan assets and generally to administer the Plan according to
               its terms.

          (c)  The Trustee or the Investment Manager, as the case may be, is
               responsible for the management and control of the Plan's assets
               as specifically provided in the Trust Agreement or investment
               manager agreement.

          (d)  The Board may dissolve any committee it appoints or reserve to
               itself any of its powers previously delegated to the Committee.
               In addition, the Board may reorganize the committees it
               establishes from time to time and reallocate their
               responsibilities among them or assign them to other persons or
               committees provided that the Employee Benefits Committee shall at
               all times continue as plan administrator and named fiduciary as
               these terms are defined in ERISA unless the Board formally amends
               the Plan to reallocate these responsibilities.  The Board and the
               various committees may designate persons, including committees,
               other than named fiduciaries to carry out their responsibilities
               (other than trustee responsibilities) under the Plan.

          (e)  Global Crossing Ltd. shall be the Plan's "plan sponsor" as this
               term is used in ERISA and shall have for this purpose such duties
               as may be imposed on plan sponsors generally by ERISA plus any
               duties assigned to the Company under this document as the Company
               may delegate to it.

11.10     Claims Review Procedure.  The Committee shall maintain a procedure
          -----------------------
          under which any Participant or Beneficiary may assert a claim for
          benefits under the Plan. Any such claim shall be submitted in writing
          to the Committee within such reasonable period as the rules of the
          Committee may provide. The Committee shall take action on the claim
          within 60 days following its receipt and if it is denied shall at such
          time give the claimant written notice which clearly sets forth the
          specific reason or reasons for such denial, the specific Plan
          provision or provisions on which the denial is based, any additional
          information necessary for the claimant to perfect the claim, if
          possible, an explanation of why such
<PAGE>

                                     - 29 -


          additional information is needed, and an explanation of the Plan's
          claims review procedure. The review procedure shall allow a claimant
          at least 60 days after receipt of the written notice of denial to
          request a review of such denied claim, and the Committee shall make
          its decision based on such review within 60 days (l20 days if special
          circumstances require more time) of its receipt of the request for
          review. The decision on review shall be in writing and shall clearly
          describe the reasons for the Committee's decision.
<PAGE>

                                     - 30 -


                                 ARTICLE XII
                           Amendment and Termination
                           -------------------------

12.1      Right to Amend or Terminate.  Any amendment may be made to this Plan
          ---------------------------
          which does not cause any part of the Plan's assets to be used for, or
          diverted to, any purpose other than the exclusive benefit of
          Participants, former Participants, or Beneficiaries, provided however,
          that any amendment may be made, with or without retroactive effect, if
          such amendment is necessary or desirable to comply with applicable
          law.  Except in the case where approved by the Secretary of Labor
          because of substantial business hardship, as provided in Section
          412(c)(8) of the Code, no amendment shall be made to the Plan if it
          would decrease the accrued benefit of any Participant, eliminate or
          reduce an early retirement benefit or eliminate any "protected
          benefit" as may be specified in regulations under Code Section
          411(d)(6).  If any provisions of this Plan relating to the percentage
          of a Participant's accrued benefit that is vested are changed, any
          Participant with at least three years of service may elect, by filing
          a written request with the Committee within 60 days after the later of
          (1) the date the amendment was adopted, (2) the date the amendment was
          effective, or (3) the date the Participant received written notice of
          such amendment, to have his vested interest computed under the
          provisions of this Plan as in effect immediately prior to such
          amendment.

12.2      Full Vesting Upon Termination of Plan.  Upon full or partial
          -------------------------------------
          termination of the Plan, or upon the complete discontinuance of
          Participating Company contributions, each affected Participant will
          remain l00 percent vested in the value of his Participant Account as
          of the Valuation Date next following such termination or
          discontinuance.
<PAGE>

                                     - 31 -


                                 ARTICLE XIII
                             Top-Heavy Provisions
                             --------------------

13.1      Rules to Apply if Plan is Top-Heavy.  Notwithstanding any other
          -----------------------------------
          relevant provision of this Plan to the contrary, the following rules
          will apply for any Plan Year that the Plan becomes "top-heavy" (as
          defined in Section 13.2):

          (a)  Vesting.  Vesting will remain 100 percent at all times.
               -------

          (b)  Minimum Contributions.  For each top-heavy Plan Year the minimum
               ---------------------
               contribution allocated to the Participant Account of each non-key
               employee shall be equal to or greater than the lesser of the
               following amounts:

               (1)  3 percent of such non-key employee's compensation; or

               (2)  the highest percentage-of-compensation allocation made to
                    the Participant Account of any key employee.

          If the highest rate allocated to a key employee is less than 3% of
          compensation, amounts contributed as a result of a salary reduction
          agreement shall be included in determining the rate of contribution on
          behalf of key employees.  For purposes of this subsection,
          "compensation" shall have the same meaning as in Section 4.4.  Minimum
          contributions will be made to Participant's Account without regard to
          his level of compensation or his hours of service during a Plan Year.

          (c)  Limitation on Benefits.  In applying the dollar limitations under
               ----------------------
               Section 415(e) of the Code, the 1.25 limitation shall be
               supplanted by a 1.0 limitation for each year during which the
               Plan is top-heavy.

          (d)  Maximum Compensation.  The maximum annual compensation of each
               --------------------
               employee that may be taken into account under the Plan shall not
               exceed $170,000 (or such larger amount as may be specified under
               Code Section 401(a)(17), including cost of living adjustments).

13.2      Top-Heavy Definition.  For purposes of this Section, the Plan will be
          --------------------
          considered "top-heavy" if on any given determination date (the last
          day of the preceding Plan Year or, in the case of the Plan's first
          year, the last day of such Year) the sum of the account balances for
          key employees is more than 60 percent of the sum of the account
          balances of all employees, excluding former key employees.  The
          account balances shall include distributions made during any given
          Plan Year containing the determination date and the preceding four
          Plan Years but shall not include the account balances for any person
          who has not received any compensation from any Participating Company
          at any time during the five-year period ending on the determination
          date.  The method of determining the top-heavy ratio shall be made in
          accordance with Code Section 4l6.
<PAGE>

                                     - 32 -


          In making the top-heavy calculation, (a) all the plans of
          Participating Companies in which a key employee participates shall be
          aggregated with all other Participating Company plans which enable a
          plan in which a key employee participates to satisfy the Code's non-
          discrimination requirements; and (b) all Participating Company plans
          not included in subparagraph (a), above, may be aggregated with the
          Participating Company's plans included in subparagraph (a), above, if
          all of the aggregated plans would be comparable and satisfy the Code's
          non-discrimination requirements.

13.3      Key Employee Definition.  A key employee is, for the purpose of this
          -----------------------
          Article, any employee or former employee who at any time during the
          Plan Year containing the determination date or the four preceding Plan
          Years is such within the meaning of Code Section 416.  As of the
          effective date, the term key employee includes the following
          individuals:

          (a)  an officer (but not more than 50 persons or, if lesser, the
               greater of 3 or 10 percent of employees) having an annual
               compensation greater than 50 percent of the dollar limit for
               benefits payable from a defined benefit plan under Code Section
               415(b)(1)(A);

          (b)  one of 10 employees who has annual compensation from a
               Participating Company of more than the amount in effect under
               Code Section 415(c)(1)(A) owning the largest interests of the
               Participating Company. The employee having the greater annual
               compensation from the Participating Company shall be considered
               to own the larger interest in the Participating Company if two or
               more employees had the same ownership interest in the
               Participating Company;

          (c)  a five-percent owner of a Participating Company; and

          (d)  a one-percent owner of a Participating Company whose annual
               compensation from the Participating Company exceeds $l70,000 (as
               adjusted under Code Section 401(a)(17)).

13.4      Relationship of the Normal and the Top-Heavy Vesting Schedules.  If
          --------------------------------------------------------------
          the Plan's top-heavy status changes and this change alters the Plan's
          normal vesting schedule, no Participant's vested accrued benefit
          immediately prior to such change in status shall be diminished on
          account of the change in the vesting schedule.  In addition, the
          vesting for each Participant in the Plan at the time of the change in
          status shall be determined under whichever schedule provides the
          greatest vested benefit at any particular point in time.

13.5      Participation in Other Plans.  A non-key employee who participates in
          ----------------------------
          both a defined contribution plan and a defined benefit plan of the
          Participating Company shall not be entitled to receive minimum
          benefits and/or minimum contributions under all such plans.  Instead,
          the employee shall receive a minimum benefit
<PAGE>

                                     - 33 -


          equal to the lesser of 20 percent of such non-key employee's average
          compensation or 2 percent of his average compensation multiplied by
          his number of Years of Service, as set forth in such defined benefit
          plan.
<PAGE>

                                     - 34 -


                                  ARTICLE XIV
                              General Provisions
                              ------------------

14.1      Employment Relationship.  Nothing contained herein will be deemed to
          -----------------------
          give any Employee the right to be retained in the service of a
          Participating Company or to interfere with the rights of a
          Participating Company to discharge any Employee at any time.

14.2      Non-Alienation of Benefits.  Benefits payable under this Plan shall
          --------------------------
          not be subject in any manner to anticipation, alienation, sale,
          transfer, assignment, pledge, encumbrance, charge, garnishment,
          execution, or levy of any kind, either voluntary or involuntary,
          including any such liability which arises from the Participant's
          bankruptcy, prior to actually being received by the person entitled to
          the benefit under the terms of the Plan; and any attempt to
          anticipate, alienate, sell, transfer, assign, pledge, encumber, charge
          or otherwise dispose of any right to benefits payable hereunder, shall
          be void.  The Trust shall not in any manner be liable for, or subject
          to the debts, contracts, liabilities, engagements or torts of any
          person entitled to benefits hereunder.  Nothing in this Section shall
          preclude payment of Plan benefits pursuant to a qualified domestic
          relations order pursuant to Section 9.5.

14.3      Use of Masculine and Feminine; Singular and Plural.  Wherever used in
          --------------------------------------------------
          this Plan, the masculine gender will include the feminine gender and
          the singular will include the plural, unless the context indicates
          otherwise.

14.4      Plan for Exclusive Benefit of Employees.  No part of the corpus or
          ---------------------------------------
          income of the Trust will be used for, or diverted to, purposes other
          than the exclusive benefit of Participants and their Beneficiaries.
          Anything in the foregoing to the contrary notwithstanding, the Plan
          and Trust are established on the express condition that they will be
          considered, by the Internal Revenue Service, as initially qualifying
          under the provisions of the Internal Revenue Code.  In the event that
          the Internal Revenue Service issues an unfavorable determination with
          respect to a timely request for a determination that the amended and
          restated Plan and Trust qualify under the Internal Revenue Code, the
          Plan and Trust will be of no effect and the value of all contributions
          made by a Participating Company and Participants since the amendment
          and restatement will be returned to the Participating Company and
          Participants, respectively, within one year from the date of the
          denial of the determination request.   Furthermore, if, or to the
          extent that, a Participating Company's tax deduction for contributions
          made to the Plan is disallowed, the Participating Company will have
          the right to obtain the return of any such contributions (to the
          extent disallowed) for a period of one year from the date of
          disallowance.  All Participating Company contributions to this Plan
          are contingent upon their deductibility under the Code.  Finally, if a
          Participating Company's contribution to the Plan is made by a mistake
          in fact, the Participating Company
<PAGE>

                                     - 35 -


          will have the right to obtain the return of such contribution for a
          period of one year from the date the contribution was made.

14.5      Merger or Consolidation of Plan.  There will be no merger or
          -------------------------------
          consolidation with, or transfer of any assets or liabilities to, any
          other plan, unless each Participant will be entitled to receive a
          benefit immediately after such merger, consolidation, or transfer as
          if this Plan were then terminated which is at least equal to the
          benefit he would have been entitled to receive immediately before such
          merger, consolidation, or transfer as if this Plan had been
          terminated.

14.6      Payments to Minors and Incompetents.  If a Participant or Beneficiary
          -----------------------------------
          entitled to receive any benefits hereunder is a minor or is deemed by
          the Committee, or is adjudged to be, legally incapable of giving valid
          receipt and discharge for such benefits, they will be paid to such
          persons as the Committee in its sole discretion may designate or to
          the duly appointed guardian.

14.7      Governing Law.  To the extent that New York law has not been preempted
          -------------
          by ERISA, the provisions of the Plan will be construed in accordance
          with the laws of the State of New York.

     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Plan document on its behalf this 5th day of December, 2000.



                                   GLOBAL CROSSING LTD.

                                   By:  /s/ John L. Comparin
                                        ----------------------------------------


                                   Title: Senior Vice President-Human Resources
                                          --------------------------------------
<PAGE>

                                  APPENDIX A

                          Companies Not Participating




     Name of Company Not Participating           Effective Date
     ---------------------------------           --------------


     Global Marine Ltd. and its subsidiaries          1/1/01
<PAGE>

                                  APPENDIX B

                Plan Features Unique to Participating Companies



I.   Asia Global Crossing ("AGC") Matching Contributions:  As soon as
     ---------------------------------------------------
     administratively feasible on or about July 1, 2001, the Matching
     Contribution for employees of AGC will be made in AGC common stock instead
     of Global Crossing stock. For affected employees, references to Company
     Stock as it pertains to Matching Contributions means AGC stock.

II.  Global Center Matching Contributions:  Employees of Global Center shall
     ------------------------------------
     continue participating in this Plan until the date in 2001 when Global
     Center ceases to be an Affiliated Company of Global Crossing Ltd. Matching
     Contributions on behalf of Global Center employees on and after January 1,
     2001 shall continue to be made at the rate specified in the Plan document
     in effect prior to January 1, 2001, not the rate specified in Section 4.1.

III. Employees Transferring to Citizens Communications Co. pursuant to 2000
     ----------------------------------------------------------------------
     Agreement: If the sale of certain businesses of Global Crossing North
     ---------
     America, Inc. to Citizens is not effective by January 1, 2001, Plan
     Participants in the affected businesses shall continue to have Matching
     Contributions made on their behalf after January 1, 2001 but at the rate in
     effect under the plan document in effect before January 1, 2001. As of the
     date of closing, a single lump sum Matching Contribution shall be made on
     their behalf based on Participant contributions between January 1, 2001 and
     the date of closing equal to the difference between the amount of Matching
     Contributions they would have received had their Matching Contributions
     been based on Section 4.1 and the Matching Contributions actually made on
     their behalf pursuant to the terms of the prior plan document. This
     Matching Contribution shall be made by the Participating Company that
     employs an affected Participant.

IV.  Temporary Protected Benefits for Frontier ERSP Participants:  In accordance
     -----------------------------------------------------------
     with IRS regulations, it is the Company's intent to remove from this Plan
     certain previously required optional forms of payment available to
     Participants in the Frontier Group ERSP as soon as permitted by the
     regulations. Accordingly, the following payment options will be available
     to former Frontier Participants until the earlier of (1) 90 days after the
     date the Committee has notified employees of the Plan's amendment to delete
     all optional forms of benefits except the required forms in V below or (2)
     January 1, 2002:

     .    A straight life annuity.

     .    A reduced retirement income payable monthly during his life with the
          provision that in the event of his death prior to receiving one
          hundred twenty (120) monthly installments, the remainder thereof shall
          be paid to his beneficiary.
<PAGE>

                                     - 2 -



     .    A reduced retirement income, payable during his life, with the
          provision that after his death such reduced income shall be continued
          during the life of, and shall be paid to, a contingent annuitant.

     .    A reduced retirement income, payable during his life, with the
          provision that after his death an income at 3/4 the rate of his
          reduced income shall be continued during the life of, and shall be
          paid to, a contingent annuitant.

     .    A reduced retirement income payable during his life with the provision
          that after his death an income at 1/2 the rate of his reduced income
          shall be continued during the life of, and shall be paid to, a
          contingent annuitant.

     .    Installments over any period up to the joint life expectancies of the
          Participant and any designated beneficiary.

     .    A joint and survivor annuity with any designated beneficiary,
          including a qualified joint and survivor annuity with a Participant's
          spouse as the surviving annuitant.

     .    Any combination of a lump sum amount and any of the foregoing options
          listed above.

V.   Required Forms of Benefit for Assets from Schuyler and DePue Money Purchase
     ---------------------------------------------------------------------------
     Plans.  Assets merged into this Plan from the former Schuyler and DePue
     -----
     Money Purchase Pension Plans are subject to the rules of this Section V.
     These assets may be payable either in a form permitted under Section 9.1 or
     in an annuity form under this Section V. The normal form of payment under
     this Section V is, in the case of an unmarried Participant, a life annuity
     over his or her life or, in the case of a married Participant, a Qualified
     Joint and Survivor Annuity. In applying these rules the following terms
     shall apply:

          "Election Period" means the period of time during which a Participant
          can elect, with the consent of his spouse, to waive the Qualified
          Joint and Survivor Annuity or the Qualified Pre-Retirement Survivor
          Annuity or can elect to revoke such a waiver.  In the case of a
          Qualified Joint and Survivor Annuity, the Election Period is the 90
          day period preceding the annuity starting date.  In the case of a
          Qualified Pre-Retirement Survivor Annuity, the Election Period begins
          on the first day of the Plan Year in which a Participant attains age
          35 and ends on the date of the Participant's death, provided that if a
          Participant terminates employment prior to age 35, his Election Period
          shall begin on his termination date.

          "Qualified Joint and Survivor Annuity" means an annuity for the life
          of the Participant with a survivor annuity for the life of the
          Participant's spouse which is 50 percent of the amount which is
          payable during the joint lives of the Participant and the
          Participant's spouse and which is purchased from an insurance company
          with  the Participant's account balance.
<PAGE>

                                     - 3 -


          "Qualified Pre-Retirement Survivor Annuity" means a  life annuity
          payable to the surviving spouse of a deceased Participant which is
          purchased from an insurance company with the Participant's account
          balance.

     Requirements for Married Participants.
     -------------------------------------

          If a married Participant becomes entitled to receive a Plan benefit,
          unless he makes a written election, as outlined below, to the contrary
          his form of benefit shall be a Qualified Joint and Survivor Annuity.
          If benefits become payable on account of the death of a married
          Participant, the normal form of benefit shall be a Qualified Pre-
          Retirement Survivor Annuity.

          These benefits shall become automatically payable unless the
          Participant or his spouse, as the case may be, makes a written
          election within the Election Period to receive one of the forms of
          benefits specified in Section 9.1.  An election by the Participant
          must be consented to by his spouse in writing.  The spouse's consent
          shall acknowledge the effect of the election and shall be either
          notarized or witnessed by a Plan representative.  Failure to obtain
          the spouse's consent or the revocation of a previously designated
          optional method of payment shall result in payment of benefits in the
          form of a Qualified Joint and Survivor Annuity or a Qualified Pre-
          Retirement Survivor Annuity, as the case may be, unless another
          election is made.

          To assist the Participant and his spouse in making any election with
          respect to waiving the Qualified Joint and Survivor Annuity, the
          Committee shall provide the Participant, not less than 30 nor more
          than 90 days before the annuity starting date a retirement application
          form describing the normal and optional forms of benefit payments,
          including their relative financial effects in terms of dollars per
          annuity payment on the Participant and his spouse.  This form shall
          provide a place for the Participant to indicate his annuity starting
          date and the form of benefit he desires.

          A Participant may elect (with the consent of his or her spouse where
          spousal consent is required) to waive the requirement that a written
          explanation of certain payment options be provided at least 30 days
          before the annuity starting date (and the 30 day applicable election
          period for making certain elections) if the actual distribution
          commences more than seven days after the written explanation is
          provided.

          In the case of a Qualified Pre-Retirement Survivor Annuity, a
          substantially similar notice shall be provided to the Participant
          during the period beginning on the first day of the Plan Year in which
          the Participant attains age 32 and ending on the last day of the Plan
          Year preceding the Plan Year in which the Participant attains age 35.