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                                                                    Exhibit 10.8

                          2003 GLOBAL CROSSING LIMITED
                              STOCK INCENTIVE PLAN

1.   Purpose of the Plan

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

2.   Definitions

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

(a)  Affiliate: With respect to any Person, any entity (i) that directly or
     indirectly controls, is controlled by or is under common control with such
     Person or (ii) in which such Person has a significant equity interest, in
     either case as determined by the Committee.

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

(c)  Board: The Board of Directors of the Company.

(d)  Capital Stock: (i) in the case of a corporation, corporate stock, (ii) in
     the case of an association or business entity, any and all shares,
     interests, participations, rights or other equivalents (however designated)
     of corporate stock, (iii) in the case of a partnership or limited liability
     company, partnership or membership interests (whether general or limited)
     and (iv) any other interest or participation that confers on a Person the
     right to receive a share of the profits and losses of, or distributions of
     property of, the issuing Person.

(e)  Cause: The Company or a Subsidiary having "cause" to terminate a
     Participant's employment or service, as determined in accordance with the
     provisions of any existing employment, consulting or any other agreement
     between the Participant and the Company or a Subsidiary or, in the absence
     of such an employment, consulting or other agreement, upon (i) the
     reasonable determination by the Committee that the Participant has ceased
     to perform his duties to the Company or a Subsidiary (other than as a
     result of his incapacity due to physical or mental illness or injury),
     which failure amounts to an intentional and extended neglect of his duties
     to such party, (ii) the Committee's reasonable determination that the
     Participant has engaged or is about to engage

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     in conduct materially injurious to the Company or an Affiliate, (iii) the
     Participant having been convicted of, or pleaded guilty or no contest to, a
     felony or any crime involving dishonesty or moral turpitude, (iv) the
     willful failure of the Participant to follow instruction of the Board or
     his direct superiors, (v) the Participant's unauthorized use or disclosure
     of confidential information or trade secrets of the Company or an
     Affiliate, other than inadvertent use or disclosure that does not cause
     injury to the Company, (vi) the Participant's gross negligence in the
     performance of his or her duties on a recurring basis or under
     circumstances resulting in material injury to the Company or an Affiliate,
     (vii) the Participant's willful misconduct in the performance of his or her
     duties, (viii) an act of fraud or dishonesty (excluding acts of dishonesty
     that are both immaterial and non-recurring) committed by the Participant
     against the Company or an Affiliate, (ix) the willful engaging by a
     Participant in any conduct which results in a suspension or other sanction
     by any governmental or other regulatory entity, excluding traffic
     violations and other minor civil offenses, or (x) a material violation by
     the Participant of any written policies of the Company or an Affiliate with
     regards to performance, conduct on the job or integrity, which violation is
     reasonably determined by the Committee to justify a termination of
     employment for Cause in accordance with the Company's past practice and
     after providing the Participant with notice thereof and an opportunity to
     effectuate a cure of any violation capable of being cured.

(f)  Change in Control: The occurrence of any of the following: (a) any "person"
     (as such term is used in Section 13(d)(3) of the Exchange Act), other than
     a Permitted Holder, is or becomes the beneficial owner, directly or
     indirectly, of 35% or more of the Voting Stock on a fully diluted basis
     (measured by voting power rather than number of shares) of the Company, and
     the Permitted Holders own, in the aggregate, a lesser percentage of the
     total Voting Stock on a fully diluted basis (measured by voting power
     rather than by number of shares) of the Company than such person and do not
     have the right or ability by voting power, contract or otherwise to elect
     or designate for election a majority of the board of directors of the
     Company, (b) during a period of two consecutive years, Continuing Directors
     cease for any reason to constitute a majority of the Board of Directors of
     the Company, (c) the Company consolidates or merges with or into any other
     Person, other than pursuant to a transaction in which the outstanding
     Voting Stock of the Company is changed into or exchanged for cash,
     securities or other property with the effect that the beneficial owners of
     the outstanding Voting Stock of the Company immediately prior to such
     transaction, beneficially own, directly or indirectly, more than 50% of the
     Voting Stock (measured by voting power rather than number of shares) of the
     surviving corporation immediately following such transaction or (d) the
     sale, transfer, conveyance or other disposition (other than by way of
     merger or consolidation), in one or a series of related transactions, of
     all or substantially all of the assets of the Company and its Subsidiaries
     taken as a whole to any person other than an Affiliate, a Permitted Holder
     or a person more than 50% of the Voting Stock (measured by voting power
     rather than by the number of shares) of which is

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     owned, directly or indirectly, following such transaction or transaction by
     the Permitted Holders; provided, however, that sales, transfers,
     conveyances or other dispositions in the ordinary course of business of
     capacity on cable systems owned, controlled or operated by the Company or
     any Subsidiary or of telecommunications capacity or transmission rights
     acquired by the Company or any Subsidiary for use in business, including,
     without limitation, for sale, lease, transfer, conveyance or other
     disposition to any customer of the Company or any Subsidiary shall not be
     deemed a disposition of assets for purposes of this clause (d).

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

(h)  Committee: The compensation committee of the Board established under the
     Bye-Laws of the Company, or if no such committee has yet been established,
     the Board. The Committee shall consist of at least two people as the Board
     may appoint to administer the Plan or, if no such committee has been
     appointed by the Board, the Board. On and after the earlier of the Section
     16 Effective Date or the 162(m) Effective Date, unless the Board is acting
     as the Committee or the Board or the Committee determines otherwise, each
     member of the Committee, if any, shall, at the time he takes any action
     with respect to an Option under the Plan, be an Eligible Director; provided
     that the participation in deliberations or discussions and abstention from
     voting on any action with respect to an Option under the Plan shall not be
     deemed to be the taking of any such action; and provided, further, that the
     mere fact that a Committee member shall fail to qualify as an Eligible
     Director shall not invalidate any Option granted by the Committee which
     Option is otherwise validly made under the Plan, even if such a Committee
     member takes action in respect of such Option.

(i)  Company: Global Crossing Limited, a Bermuda company incorporated under the
     name GC Acquisition Limited on August 23, 2002.

(j)  Continuing Directors: Individuals who on the Effective Date constituted the
     Board, together with any new directors whose (i) election by such Board or
     whose nomination for election by the shareholders of the Company, was
     approved by a vote of at least a majority of the directors of the Company
     then still in office who were either directors on the Effective Date or
     whose election or nomination for election was previously so approved or
     (ii) were designated by any one of the Permitted Holders or any combination
     thereof or were nominated or elected by any such Permitted Holder(s) or any
     of their designees.

(k)  Disability: The Company or a Subsidiary having cause to terminate a
     Participant's employment or service on account of "disability," as defined
     in any existing employment, consulting or any other agreement between the
     Participant and the Company or a Subsidiary or, in the absence of such an
     employment, consulting or other agreement, upon a Participant's inability
     to engage in any substantial gainful activity by reason of a medically
     determinable physical or

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     mental impairment which constitutes a permanent and total disability, as
     defined in Section 22(e)(3) of the Code (or any successor section thereto).
     The determination whether a Participant has suffered a Disability shall be
     made by the Committee based upon such evidence as it deems necessary and
     appropriate. A Participant shall not be considered disabled unless he or
     she furnishes such medical or other evidence of the existence of the
     Disability as the Committee, in its sole discretion, may require.

(l)  Effective Date: The date on which the "Closing" occurs under the Purchase
     Agreement, dated as of August 9, 2002, among the corporation then known as
     Global Crossing Ltd., the corporation then known as Global Crossing
     Holdings Ltd., Singapore Technologies Telemedia Pte Ltd. and Hutchison
     Telecommunications Limited, as amended from time to time.

(m)  Eligible Director: A person who is (i) a "non-employee director" within the
     meaning of Rule 16b-3 promulgated under the Exchange Act, or a person
     meeting any similar requirement under any successor rule or regulation and
     (ii) an "outside director" within the meaning of Section 162(m) of the Code
     and the Treasury Regulations promulgated thereunder; provided, however,
     that clause (i) shall apply only on and after the Section 16 Effective Date
     and clause (ii) shall apply only on and after the 162(m) Effective Date.

(n)  Exchange Act: The Securities Exchange Act of 1934, as amended.

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

(p)  ISO: An Option that is also an incentive stock option (within the meaning
     of Section 422 of the Code) granted pursuant to Section 6(d) of the Plan.

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

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(r)  162(m) Effective Date: The first date on which Awards granted under the
     Plan do not qualify for an exemption from the deduction limitations of
     Section 162(m) of the Code on account of an exemption, or a transition or
     grandfather rule.

(s)  Other Stock-Based Awards: Awards granted pursuant to Section 8 of the Plan.

(t)  Option: A stock option granted pursuant to Section 6 of the Plan.

(u)  Option Price: The purchase price per Share of an Option, as determined
     pursuant to Section 6(a) of the Plan.

(v)  Participant: An individual who is selected by the Committee to participate
     in the Plan; provided that such individual must be (i) a common law
     employee of the Company or any of its Subsidiaries, (ii) a director of the
     Company or any of its Subsidiaries, or (iii) a consultant or advisor to the
     Company or any of its Subsidiaries who is entitled to participate in an
     "employee benefit plan" within the meaning of 17 CFR (S).230.405 (which, as
     of the Effective Date, includes those who (A) are natural persons and (B)
     provide bona fide services to the Company or any of its Subsidiaries other
     than in connection with the offer or sale of securities in a
     capital-raising transaction, and do not directly or indirectly promote or
     maintain a market for the Company's securities).

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

(x)  Permitted Holder: Singapore Technologies Telemedia Pte Ltd., a company
     organized under the laws of Singapore, and its Subsidiaries and Affiliates.

(y)  Person: Any individual, corporation, partnership, joint venture, limited
     liability company, incorporated or unincorporated association, joint-stock
     company, trust, unincorporated organization or government or other agency
     or political subdivision thereof or other entity of any kind.

(z)  Plan: The 2003 Global Crossing Limited Stock Incentive Plan.

(aa) Section 16 Effective Date: The first date on which the executive officers
     and directors of the Company become subject to Section 16 of the Exchange
     Act.

(bb) Securities Act: The Securities Act of 1933, as amended.

(cc) Shares: Shares of the Company's common stock, par value U.S.$0.01 per
     Share.

(dd) Stock Appreciation Right: A stock appreciation right granted pursuant to
     Section 7 of the Plan.

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

(ff) Voting Stock: As of any date means the Capital Stock of any such Person
     that is at the time entitled to vote in the election of the Board of
     Directors of such Person.

3.   Shares Subject to the Plan

     Subject to Section 9(a), the total number of Shares that may be issued
under the Plan is 3,478,261. Subject to Section 9(a), the maximum number of
Shares for which [Options and Stock Appreciation Rights] may be granted during a
calendar year to any Participant shall be 1,000,000. The Shares may consist, in
whole or in part, of unissued Shares or treasury Shares. The issuance of Shares
or the payment of cash upon the exercise of an Award shall reduce the total
number of Shares available under the Plan, as applicable. Shares which are
subject to Awards which terminate or lapse without the Participant having
received any benefit therefrom may be granted again under the Plan. For purposes
of the foregoing sentence, a Participant shall not be deemed to have received
any "benefit" in the case of forfeited restricted Shares by reason of having
enjoyed voting rights and dividend rights prior to the date of forfeiture.

4.   Administration

          (a) The Plan shall be administered by the Committee, which may
delegate its duties and powers in whole or in part to any subcommittee thereof.
Awards may, in the discretion of the Committee, be made under the Plan in
assumption of, or in substitution for, outstanding awards previously granted by
the Company or its Affiliates or a company acquired by the Company or with which
the Company combines. The number of Shares underlying such substitute awards
shall be counted against the aggregate number of Shares available for Awards
under the Plan. The Committee is authorized to interpret the Plan, to establish,
amend and rescind any rules and regulations relating to the Plan, and to make
any other determinations that it deems necessary or desirable for the
administration of the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan in the manner and to the
extent the Committee deems necessary or desirable. Any decision of the Committee
in the interpretation and administration of the Plan, as described herein, shall
lie within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors). The Committee shall have the full power
and authority to establish the terms and conditions of any Award consistent with
the provisions of the Plan and to waive any such terms and conditions at any
time (including, without limitation, accelerating or waiving any vesting
conditions).

          (b) The Committee shall require a Participant to pay to the Company or
any Subsidiary and the Company or any Subsidiary shall have the right and is
hereby authorized to withhold from any Shares or other property deliverable
under any Award

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or from any compensation or other amounts owing to a Participant the amount (in
cash, Shares or other property) of any required tax withholding and payroll
taxes in respect of an Award, its exercise, or any payment or transfer under an
Award or under the Plan and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes.
Without limiting the generality preceding sentence, unless otherwise provided in
an Award agreement, a Participant may satisfy, in whole or in part, the
foregoing withholding liability (but no more than the minimum required
withholding liability) by (i) delivery of Shares owned by the Participant with a
Fair Market Value equal to such withholding liability; provided such Shares meet
such criteria as the Committee shall from time to time establish in light of
accounting and other considerations (e.g., (x) that such Shares have been held
by the Participant free and clear for at least six months prior to their use to
pay the exercise price, (y) that they have been purchased by the Participant in
other than a compensatory transaction, or (z) that they meet any other
requirements for "mature" shares under generally acceptable accounting
principles as may exist on the exercise date, as determined by the Committee) or
(ii) having the Company withhold from the number of Shares otherwise issuable
pursuant to the exercise or settlement of the Award a number of Shares with a
Fair Market Value equal to such withholding liability.

          (c) Unless the Committee expressly provides otherwise in an Award
agreement, in connection with any underwritten public offering by the Company of
its equity securities pursuant to an effective registration statement filed
under the Securities Act, for such period as the Company or its underwriters may
request and subject to such other provisions as the Committee may deem necessary
or desirable, the Participant shall not, directly or indirectly, voluntarily
sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell
any option or other contract for the purchase of, purchase any option or other
contract for the sale of, or otherwise dispose of or transfer, or agree to
engage in any of the foregoing transactions with respect to, any Shares acquired
under this Plan without the prior written consent of the Company or its
underwriters.

5.   Limitations

          (a) No Award may be granted under the Plan after the tenth anniversary
of the Effective Date, but Awards theretofore granted may extend beyond that
date; provided, however, that the administration of the Plan shall continue in
effect until all matters relating to the payment of Awards previously granted
have been settled.

          (b) Notwithstanding any provision of the Plan to the contrary, no
Award shall be granted to a Participant with a purchase price of less than
U.S.$10.16 per share prior to the date on which the Shares are listed on a U.S.
national stock exchange or on the Nasdaq National Market or Nasdaq Small Cap
Market.

6.   Terms and Conditions of Options

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

(a)  Option Price. The Option Price per Share shall be determined by the
     Committee, but shall not be less than 100% of the Fair Market Value of the
     Shares on the date an Option is granted; provided, however, that that in no
     event shall an Emergence Option be granted under the Plan with an Option
     Price per Share of less than U.S.$10.16 For purposes hereof, "Emergence
     Option" shall mean one of the Options issued on or about the Effective Date
     covering approximately 2.2 million Shares.

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

(c)  Exercise of Options. Except as otherwise provided in the Plan or in an
     Award agreement, an Option may be exercised for all, or from time to time
     any part, of the Shares for which it is then exercisable. For purposes of
     Section 6 of the Plan, the exercise date of an Option shall be the later of
     the date a notice of exercise is received by the Company and, if
     applicable, the date payment is received by the Company. The purchase price
     for the Shares as to which an Option is exercised shall be paid to the
     Company in full at the time of exercise at the election of the Participant
     in cash or its equivalent (e.g., by check). Notwithstanding the preceding
     sentence, if the applicable Award agreement so provides, the purchase price
     for the Shares as to which an Option is exercised may be satisfied by (i)
     Shares having a Fair Market Value equal to the aggregate Option Price for
     the Shares being purchased and satisfying such other requirements as may be
     imposed by the Committee; provided such Shares meet such criteria as the
     Committee shall from time to time establish in light of accounting and
     other considerations (e.g., (x) that such Shares have been held by the
     Participant free and clear for at least six months prior to their use to
     pay the exercise price, (y) that they have been purchased by the
     Participant in other than a compensatory transaction, or (z) that they meet
     any other requirements for "mature" shares under generally acceptable
     accounting principles as may exist on the exercise date, as determined by
     the Committee); (ii) a combination of cash or its equivalent and "mature"
     Shares; or (iii) the delivery of irrevocable instructions to a broker to
     deliver promptly to the Company an amount equal to the aggregate Option
     Price for the shares being purchased in accordance with any rules as the
     Committee may establish in its sole discretion. Notwithstanding the
     foregoing, payment in the manner prescribed by the preceding sentence shall
     not be permitted to the extent that the Committee determines that payment
     in such manner may result in an extension or maintenance of credit in the
     form

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     of a personal loan to or for any director or executive officer of the
     Company that is prohibited by Section 13(k) of the Exchange Act or other
     applicable law. No Participant shall have any rights to dividends or other
     rights of a stockholder with respect to Shares subject to an Option until
     the Participant has given written notice of exercise of the Option, paid in
     full for such Shares and, if applicable, has satisfied any other conditions
     imposed by the Committee pursuant to the Plan. If and to the extent
     permitted by the Committee, a Participant may elect to defer receipt of the
     Shares in respect of which an Option is exercised pursuant to any deferred
     compensation plan of the Company which contemplates such deferral.

(d)  ISOs. The Committee may grant Options under the Plan that are intended to
     be ISOs. Such ISOs shall comply with the requirements of Section 422 of the
     Code (or any successor section thereto). No ISO may be granted to any
     Participant who, at the time of such grant, owns more than ten percent of
     the total combined voting power of all classes of stock of the Company or
     of any "parent corporation" (within the meaning of Section 424(e) of the
     Code) or any Subsidiary, unless (i) the Option Price per Share for such ISO
     is no less than 110% of the Fair Market Value of a Share on the date the
     ISO is granted and (ii) the date on which such ISO terminates is a date not
     later than the day preceding the fifth anniversary of the date on which the
     ISO is granted. Any Participant who disposes of Shares acquired upon the
     exercise of an ISO either (i) within two years after the date of grant of
     such ISO or (ii) within one year after the transfer of such Shares to the
     Participant, shall notify the Company of such disposition and of the amount
     realized upon such disposition. To the extent the aggregate Fair Market
     Value (determined as of the date of grant) of Shares for which ISO is
     exercisable for the first time by any Participant during any calendar year
     (under all plans of the Company) exceeds U.S.$100,000, such excess ISOs
     shall be treated as non-qualified stock options to the extent required by
     the Code. Notwithstanding any other provision of this Plan to the contrary,
     to the extent required by the Code no Option shall be treated as an ISO
     unless the Plan has been approved by the shareholders of the Company in a
     manner intended to comply with the shareholder approval requirements of
     Section 422(b)(i) of the Code; provided that any Option intended to be an
     ISO shall not fail to be effective solely on account of a failure to obtain
     such approval, but rather such Option shall be treated as a nonqualified
     stock option unless and until such approval is obtained.

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

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7.   Terms and Conditions of Stock Appreciation Rights

(a)  Grants. The Committee also may grant (i) a Stock Appreciation Right
     independent of an Option or (ii) a Stock Appreciation Right in connection
     with an Option, or a portion thereof. A Stock Appreciation Right granted
     pursuant to clause (ii) of the preceding sentence (A) may be granted at the
     time the related Option is granted or, except in the case of an ISO, at any
     time after the related Option is granted but prior to the exercise or
     cancellation of the related Option, (B) shall cover the same Shares covered
     by an Option (or such lesser number of Shares as the Committee may
     determine) and (C) shall be subject to the same terms and conditions as
     such Option except for such additional limitations as are contemplated by
     this Section 7 (or such additional limitations as may be included in an
     Award agreement).

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

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

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     granted in connection with Options, a Stock Appreciation Right shall expire
     on a date designated by the Committee which is not later than ten years
     after the date of grant of the Stock Appreciation Right.

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

8.   Other Stock-Based Awards

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

(b)  Restricted Shares. Each Participant who receives an Other Stock-Based Award
     in the form of restricted Shares ("Restricted Shares") shall execute and
     deliver to the Company an Award agreement with respect to the Restricted
     Shares which sets forth the restrictions applicable to such Restricted
     Shares. If the Committee determines that the Restricted Shares shall be
     held in escrow rather than delivered to the Participant pending the release
     of the applicable restrictions, the Committee may require the Participant
     to additionally execute and deliver to the Company (i) an escrow agreement
     satisfactory to the Committee and (ii) the appropriate blank stock powers
     with respect to the Restricted Shares covered by such agreement. If a
     Participant shall fail to execute a Restricted Share agreement and, if
     applicable, an escrow agreement and stock powers, the Award shall be null
     and void. Subject to the restrictions imposed by the Committee, the
     Participant generally shall have the rights and privileges of a stockholder
     as to

                                       11

<PAGE>

     such Restricted Shares, including the right to vote such Restricted Shares.
     At the discretion of the Committee, cash dividends and stock dividends with
     respect to the Restricted Shares may be either currently paid to the
     Participant or withheld by the Company for the Participant's account, and
     interest may be credited on the amount of cash dividends withheld at a rate
     and subject to such terms as determined by the Committee. The cash
     dividends or stock dividends so withheld by the Committee and attributable
     to any particular Restricted Share (and earnings thereon, if applicable)
     shall be distributed to the Participant upon the release of restrictions on
     such Share and, if such Share is forfeited, the Participant shall have no
     right to such cash dividends or stock dividends.

          Each certificate representing Restricted Shares awarded under the Plan
     shall bear the following legend (or a legend to the effect of the
     following) until the lapse of all restrictions with respect to such
     Restricted Shares:

          Transfer of this certificate and the shares represented hereby is
          restricted pursuant to the terms of the 2003 Global Crossing Limited.
          Stock Incentive Plan and a Restricted Share Award Agreement, dated as
          of              , between Global Crossing Limited. and
             -------------
                          . A copy of such Agreement is on file at the offices
          ----------------
          of Global Crossing Limited.

     Stop transfer orders shall be entered with the Company's transfer agent and
     registrar against the transfer of legended securities.

(c)  Performance-Based Awards. Notwithstanding anything to the contrary herein,
     certain Other Stock-Based Awards granted by the Committee on or after the
     162(m) Effective Date under this Section 8 may be granted in a manner which
     is deductible by the Company under Section 162(m) of the Code (or any
     successor section thereto) ("Performance-Based Awards"). A Participant's
     Performance-Based Award shall be determined based on the attainment of
     written performance goals approved by the Committee for a performance
     period established by the Committee (i) while the outcome for that
     performance period is substantially uncertain and (ii) no more than 90 days
     after the commencement of the performance period to which the performance
     goal relates or, if less, the number of days which is equal to 25 percent
     of the relevant performance period. The performance goals, which must be
     objective, shall be based upon one or more of the following criteria: (i)
     consolidated earnings before or after taxes (including earnings before
     interest, taxes, depreciation and amortization); (ii) net income; (iii)
     operating income; (iv) earnings per Share; (v) book value per Share; (vi)
     return on shareholders' equity; (vii) expense management; (viii) return on
     investment; (ix) improvements in capital structure; (x) profitability of an
     identifiable business unit or product; (xi) maintenance or improvement of
     profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or
     sales; (xv) costs; (xvi) cash flow; (xvii) working capital; (xviii) return
     on assets; and (xix) cash on hand. The foregoing criteria may relate to the
     Company, one or more of its Subsidiaries or one or more of its divisions or
     units, or any combination of the

                                       12

<PAGE>

     foregoing, and may be applied on an absolute basis and/or be relative to
     one or more peer group companies or indices, or any combination thereof,
     all as the Committee shall determine. In addition, to the degree consistent
     with Section 162(m) of the Code (or any successor section thereto), the
     performance goals may be calculated without regard to extraordinary items.
     The maximum amount of a Performance-Based Award during a calendar year to
     any Participant shall be (x) with respect to Performance-Based Awards that
     are granted in shares, 500,000 shares and (y) with respect to
     Performance-Based Awards that are not granted in shares, U.S.$10,000,000.
     The Committee shall determine whether, with respect to a performance
     period, the applicable performance goals have been met with respect to a
     given Participant and, if they have, to so certify and ascertain the amount
     of the applicable Performance-Based Award. No Performance-Based Awards will
     be paid for such performance period until the Committee makes such
     certification. The amount of the Performance-Based Award actually paid to a
     given Participant may be less than the amount determined by the applicable
     performance goal formula, at the discretion of the Committee. The amount of
     the Performance-Based Award determined by the Committee for a performance
     period shall be paid to the Participant at such time as determined by the
     Committee in its sole discretion after the end of such performance period;
     provided, however, that a Participant may, if and to the extent permitted
     by the Committee and consistent with the provisions of Section 162(m) of
     the Code and the applicable Award agreement, elect to defer payment of a
     Performance-Based Award.

9.   Adjustments Upon Certain Events

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

(a)  Generally. Awards granted under the Plan and any agreements evidencing such
     Awards, the maximum number of Shares subject to all Awards stated in
     Section 3 and the maximum number of Shares with respect to which any one
     person may be granted Options or Stock Appreciation Rights during any
     period stated in Section 3 or any one person may be granted
     Performance-Based Awards during any period stated in Section 8(c) shall be
     subject to adjustment or substitution, as determined by the Committee in
     its sole discretion, as to the number, price or kind of a Share or other
     consideration subject to such Awards or as otherwise determined by the
     Committee to be equitable (i) in the event of changes in the outstanding
     Shares or in the capital structure of the Company by reason of stock or
     extraordinary cash dividends, stock splits, reverse stock splits,
     recapitalization, reorganizations, mergers, consolidations, combinations,
     exchanges, or other relevant changes in capitalization occurring after the
     date of grant of any such Award or (ii) in the event of any change in
     applicable laws or any change in circumstances which results in or would
     result in any substantial dilution or enlargement of the rights granted to,
     or available for, Participants, or which otherwise warrants equitable
     adjustment because it interferes with the intended operation of the Plan.

                                       13

<PAGE>

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

10.  No Right to Employment or Awards

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

11.  Successors and Assigns

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

12.  Nontransferability of Awards

                                       14

<PAGE>

          (a) Each Award shall be exercisable only by the Participant during the
Participant's lifetime, or, if permissible under applicable law, by the
Participant's legal guardian or representative. No Award may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a
Participant otherwise than by will or by the laws of descent and distribution
and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Company, a
Subsidiary or an Affiliate; provided that the designation of a beneficiary shall
not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.

          (b) Notwithstanding Section 12(a), the Committee may in the applicable
Award agreement or at any time after the date of grant of an Award in an
amendment to an Award agreement provide that an Award (other than an Award of an
Option which is intended to qualify as an ISO) may be transferred by a
Participant without consideration, subject to such rules as the Committee may
adopt consistent with any applicable Award agreement to preserve the purposes of
the Plan, to:

               (i)  any person who is a "family member" of the Participant, as
                    such term is used in the instructions to Form S-8
                    (collectively, the "Immediate Family Members");

               (ii) a trust solely for the benefit of the Participant and his or
                    her Immediate Family Members;

               (iii) a partnership or limited liability company whose only
                    partners or shareholders are the Participant and his or her
                    Immediate Family Members; or

               (iv) any other transferee as may be approved either (x) by the
                    Board or the Committee in its sole discretion, or (y) as
                    provided in the applicable Award agreement;

(each transferee described in clauses (i), (ii), (iii) and (iv) above is
hereinafter referred to as a "Permitted Transferee"); provided that the
Participant gives the Committee advance written notice describing the terms and
conditions of the proposed transfer and the Committee notifies the Participant
in writing that such a transfer would comply with the requirements of the Plan
and any applicable Award agreement.

          (c) The terms of any Award transferred in accordance with the
immediately Section 12(b) shall apply to the Permitted Transferee and any
reference in the Plan or in an Award agreement to an optionee or Participant
shall be deemed to refer to the Permitted Transferee, except that (i) Permitted
Transferees shall not be entitled to transfer any Awards, other than by will or
the laws of descent and distribution; (ii) Permitted Transferees shall not be
entitled to exercise any transferred Awards which are Options unless there shall
be in effect a registration statement on an appropriate form covering the shares
to be acquired pursuant to the exercise of such Option if the Committee
determines, consistent with any applicable Award agreement,

                                       15

<PAGE>

that such a registration statement is necessary or appropriate, (iii) the
Committee or the Company shall not be required to provide any notice to a
Permitted Transferee, whether or not such notice is or would otherwise have been
required to be given to the Participant under the Plan or otherwise, and (iv)
the consequences of termination of the Participant's employment by, or services
to, the Company or a Subsidiary under the terms of the Plan and the applicable
Award agreement shall continue to be applied with respect to the Participant,
following which Awards which are Options or Stock Appreciation Rights shall be
exercisable by the Permitted Transferee only to the extent, and for the periods,
specified in the Plan and the applicable Award agreement.

13.  Amendments or Termination

          (a) The Board may amend, alter, suspend, discontinue, or terminate the
Plan or any portion thereof at any time; provided that no such amendment,
alteration, suspension, discontinuation or termination shall be made without
shareholder approval if such approval is necessary to comply with any tax,
regulatory, exchange or other listing requirements applicable to the Plan
(including as necessary to prevent Options, Stock Appreciation Rights or
Performance-Based Awards granted under the Plan on or after the 162(m) Effective
Date from failing to qualify as "performance-based compensation" for purposes of
Section 162(m) of the Code); and provided further that any such amendment,
alteration, suspension, discontinuance or termination that would impair the
rights of any Participant or any holder or beneficiary of any Award theretofore
granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary. Notwithstanding anything to the
contrary herein, the Board may not amend, alter or discontinue the provisions
relating to Section 9(b) of the Plan after the occurrence of a Change in
Control.

          (b) The Committee may, to the extent consistent with the terms of any
applicable Award agreement, waive any conditions or rights under, amend any
terms of, or alter, suspend, discontinue, cancel or terminate, any Award
theretofore granted, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would impair the rights of any Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary. Notwithstanding any other provisions in the Plan to the contrary,
in no event shall the Committee reprice or regrant options or Stock Appreciation
Rights at an exercise price below the original exercise price applicable to such
Award.

14.  International Participants

     Notwithstanding any provisions of the Plan to the contrary, Awards may be
granted to Participants who reside or are employed outside of the United States
of America on such terms and conditions as the Committee determines, in its sole
discretion, are necessary or advisable to achieve the purposes of the Plan or to
comply with foreign law, including, without limitation, the establishment of
subplans under this Plan. Any subplans or other modifications to Plan terms,
conditions or procedures

                                       16

<PAGE>

established under or adopted pursuant to this Section 14 by the Committee shall
be attached to this Plan document as Appendices.

15.  Choice of Law

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

16.  Effectiveness of the Plan

     The Plan shall be effective as of the Effective Date. On and after the
162(m) Effective Date the validity and exercisability of any and all Awards
granted thereafter pursuant to the Plan are contingent upon approval of the Plan
by the shareholders of the Company in a manner intended to comply with the
shareholder approval requirements of (i) Section 162(m) of the Code (unless an
exception or grandfather rule applies, or Awards are otherwise exempt from the
application of Section 162(m) of the Code).

17.  Government and Other Regulation

     The obligation of the Company to make payment of Awards in Shares or
otherwise or to issue Shares upon the exercise of Options or other Awards shall
be subject to all applicable laws, rules, and regulations, and to such approvals
by governmental agencies as may be required. Notwithstanding any terms or
conditions of any Award to the contrary, the Company shall be under no
obligation to offer to sell or to sell and shall be prohibited from offering to
sell or selling any Shares pursuant to an Award unless such Shares have been
properly registered for sale pursuant to the Securities Act with the Securities
and Exchange Commission or unless the Company has received an opinion of
counsel, satisfactory to the Company, that such shares may be offered or sold
without such registration pursuant to an available exemption therefrom and the
terms and conditions of such exemption have been fully complied with. The
Company shall be under no obligation to register for sale under the Securities
Act any of the Shares to be offered or sold under the Plan. If the Shares
offered for sale or sold under the Plan are offered or sold pursuant to an
exemption from registration under the Securities Act, the Company may restrict
the transfer of such Shares and may legend the stock certificates representing
such Shares in such manner as it deems advisable to ensure the availability of
any such exemption.

18.  Miscellaneous

          (a) Awards to a Participant under the Plan also may be subject to such
other provisions (whether or not applicable to the benefit awarded to any other
Participant) as the Committee determines appropriate including, without
limitation, provisions for the forfeiture of or restrictions on resale or other
disposition of Shares acquired under any Award, provisions giving the Company
the right to repurchase Shares acquired under any Award in the event the
Participant elects to dispose of such Shares, provisions

                                       17

<PAGE>

allowing the Participant to elect to defer the receipt of payment in respect of
Awards for a specified period or until a specified event, and provisions to
comply with Federal and state securities laws and Federal and state tax
withholding requirements. Any such provisions shall be reflected in the
applicable Award agreement.

          (b) Each Participant may file with the Committee a written designation
of one or more persons as the beneficiary who shall be entitled to receive the
amounts payable with respect to an Award, if any, due under the Plan upon his
death. A Participant may, from time to time, revoke or change his beneficiary
designation without the consent of any prior beneficiary by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death, and in no event shall it be
effective as of a date prior to such receipt. If no beneficiary designation is
filed by a Participant, the beneficiary shall be deemed to be his or her spouse
or, if the Participant is unmarried at the time of death, his or her estate.

          (c) If the Committee shall find that any person to whom any amount is
payable under the Plan is unable to care for his affairs because of illness or
accident, or is a minor, or has died, then any payment due to such person or his
estate (unless a prior claim therefor has been made by a duly appointed legal
representative) may, if the Committee so directs the Company, be paid to his
spouse, child, relative, an institution maintaining or having custody of such
person, or any other person deemed by the Committee to be a proper recipient on
behalf of such person otherwise entitled to payment. Any such payment shall be a
complete discharge of the liability of the Committee and the Company therefor.

          (d) No member of the Committee shall be personally liable by reason of
any contract or other instrument executed by such member or on his behalf in his
capacity as a member of the Committee nor for any mistake of judgment made in
good faith, and the Company shall indemnify and hold harmless each member of the
Committee and each other employee, officer or director of the Company to whom
any duty or power relating to the administration or interpretation of the Plan
may be allocated or delegated, against any cost or expense (including counsel
fees) or liability (including any sum paid in settlement of a claim) arising out
of any act or omission to act in connection with the Plan unless arising out of
such person's own fraud or willful bad faith; provided, however, that approval
of the Board shall be required for the payment of any amount in settlement of a
claim against any such person. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Bye-Laws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.

          (e) No provision of the Plan shall require the Company, for the
purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank
accounts, books, records or

                                       18

<PAGE>

other evidence of the existence of a segregated or separately maintained or
administered fund for such purposes. Holders shall have no rights under the Plan
other than as unsecured general creditors of the Company, except that insofar as
they may have become entitled to payment of additional compensation by
performance of services, they shall have the same rights as other employees
under general law.

          (f) Neither the adoption of this Plan by the Board nor the submission
of this Plan to the shareholders of the Company for approval shall be construed
as creating any limitations on the power of the Board to adopt such other
incentive arrangements as it may deem desirable, including, without limitation,
the granting of stock options otherwise than under this Plan, and such
arrangements may be either applicable generally or only in specific cases.

          (g) Each member of the Committee and each member of the Board shall be
fully justified in relying, acting or failing to act, and shall not be liable
for having so relied, acted or failed to act in good faith, upon any report made
by the independent public accountant of the Company and its Affiliates and upon
any other information furnished in connection with the Plan by any person or
persons other than himself.

          (h) No payment under the Plan shall be taken into account in
determining any benefits under any pension, retirement, profit sharing, group
insurance or other benefit plan of the Company or any Subsidiary except as
otherwise specifically provided in such other plan.

          (i) The expenses of administering the Plan shall be borne by the
Company and its Affiliates.

          (j) Masculine pronouns and other words of masculine gender shall refer
to both men and women.

          (k) The titles and headings of the sections in the Plan are for
convenience of reference only, and in the event of any conflict, the text of the
Plan, rather than such titles or headings shall control.

          (l) If any provision of the Plan or any Award agreement is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.

As Adopted By the Board of Directors of
Global Crossing Limited at a Meeting Held
on December   , 2003.
            --
                                       19