<PAGE>

                                                                     Exhibit 4.7

                                                        Schedule to the Bye-Laws
                                                         of Global Crossing Ltd.

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                 [ ]% [CUMULATIVE][CONVERTIBLE] PREFERRED STOCK


                        The terms of the authorized [ ]% [Cumulative]
[Convertible] Preferred Stock (the "Preferred Stock") of Global Crossing Ltd., a
company incorporated under the laws of Bermuda (the "Company"), shall be as set
forth below in this Schedule to the Bye-Laws of the Company (this "Schedule").

                        (a) Designation. (i) There are hereby authorized [ ]
                            -----------
shares of Preferred Stock as designated by the Board of Directors of the
Company. Each share of Preferred Stock will have a liquidation preference of $[
] (the "Liquidation Preference").

                        (ii) All shares of Preferred Stock redeemed, purchased,
exchanged, converted or otherwise acquired by the Company shall be retired and
canceled and, upon the taking of any action required by applicable law, shall be
restored to the status of authorized but unissued shares of preferred stock of
the Company, without designation as to series, and may thereafter be reissued.

                        (b) Currency. All shares of Preferred Stock shall be
                            --------
denominated in United States currency, and all payments and distributions
thereon or with respect thereto shall be made in United States currency. All
references herein to "$" or "dollars" refer to United States currency.

                        (c) Ranking. The Preferred Stock shall, with respect to
                            -------
dividend rights and rights upon liquidation, winding up or dissolution, rank
[junior to][on a parity with] (i) each other class or series of capital stock of
the Company, other than (A) the Common Stock of the Company and any other class
or series of capital stock of the Company which by its terms ranks junior to the
Preferred Stock, as to which the Preferred Stock shall rank prior and (B) any
other class or series of capital stock of the Company which by its terms ranks
on a parity with the Preferred Stock, as to which the Preferred Stock shall rank
on a parity or (ii) other equity interests in the Company, in each case,
including, without limitation, warrants, rights, calls or options exercisable
for or convertible into such capital stock or equity interests, except as
provided in the last sentence of this paragraph (c). All equity securities of
the Company to which the Preferred Stock ranks prior (whether with respect to
dividends or upon liquidation, winding up, dissolution or otherwise), including
the Common Stock of the Company, are collectively referred to herein as the
"Junior Stock". All equity securities of the Company to which the Preferred
Stock ranks on a parity (whether with respect to dividends or upon
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                                                                               2

liquidation, winding up, dissolution or otherwise) are collectively referred to
herein as the "Parity Stock". All equity securities of the Company to which the
Preferred Stock ranks junior (whether with respect to dividends or upon
liquidation, winding up, dissolution or otherwise) are collectively referred to
herein as the "Senior Stock". The respective definitions of Junior Stock, Parity
Stock and Senior Stock shall also include any warrants, rights, calls or options
exercisable for or convertible into any Junior Stock, Parity Stock or Senior
Stock, as the case may be.

                        (d) Dividends. (i) The holders of shares of Preferred
                            ---------
stock shall be entitled to receive, when, as and if declared by the Board of
Directors of the Company out of funds legally available therefor, dividends on
the shares of Preferred Stock, cumulative from the first date of issuance of any
such shares (the "Initial Issuance Date"), at a rate per annum of [ ]% of the
Liquidation Preference per share, payable in cash, subject to paragraph (d)(vi).
Dividends on the shares of Preferred Stock shall be payable quarterly in equal
amounts (subject to paragraph (d)(v) hereunder with respect to shorter periods,
including the first such period with respect to newly issued shares of Preferred
Stock) in arrears on [ ], [ ], [ ] and [ ] of each year, or if any such date is
not a Business Day, on the next succeeding Business Day (each such date, a
"Dividend Payment Date", and each such quarterly period, a "Dividend Period"),
in preference to and in priority over dividends on any Junior Stock. Such
dividends shall be paid to the holders of record of the shares of Preferred
Stock as they appear on the applicable Record Date. As used herein, the term
"Record Date" means, with respect to the dividends payable on [ ], [ ], [ ] and
[ ] of each year, [ ], [ ], [ ] and [ ] of each year, respectively, or such
other record date, not more than 60 days and not less than 10 days preceding the
applicable Dividend Payment Date, as shall be fixed by the Board of Directors of
the Company. Dividends on the shares of Preferred Stock shall be fully
cumulative and shall accrue (whether or not declared and whether or not there
are funds of the Company legally available for the payment of dividends) from
the Issuance Date (or the last Dividend Payment Date for which dividends were
paid, as the case may be) based on a 360-day year comprised of twelve 30-day
months. Accrued and unpaid dividends for any past Dividend Period and dividends
in connection with any optional redemption may be declared and paid at any time,
without reference to any Dividend Payment Date, to holders of record on such
date, not more than 45 days prior to the payment thereof, as may be fixed by the
Board of Directors of the Company.

                        (ii) No dividend shall be declared or paid or set apart
for payment or other distribution declared or made, whether in cash,
obligations or shares of capital stock of the Company or other property,
directly or indirectly, upon any shares of Junior Stock or Parity Stock, nor
shall any shares of Junior Stock or Parity Stock be redeemed, repurchased or
otherwise acquired for consideration by the Company through a sinking fund or
otherwise, unless all accrued and unpaid dividends through the most recent
Dividend Payment Date (whether or not such dividends have been declared and
whether or not there are funds of the Company legally available for the payment
of dividends) on the shares of Preferred Stock and any Parity Stock have been or
contemporaneously are declared and paid in full; provided, however, that,
                                                 --------  -------
notwithstanding any provisions in this subparagraph (ii) to the
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                                                                               3

contrary, the Company shall be entitled to (a) declare and pay dividends on
shares of Junior Stock payable solely in shares of Junior Stock and on shares of
Parity Stock payable solely in shares of Parity Stock or Junior Stock, or in
each case by an increase in the liquidation preference of the Junior Stock or
Parity Stock and (b) redeem, repurchase or otherwise acquire Junior Stock or
Parity Stock in exchange for consideration consisting of Parity Stock or Junior
Stock, in the case of Parity Stock, or of Junior Stock, in the case of Junior
Stock. When dividends are not paid in full, as aforesaid, upon the shares of
Preferred Stock, all dividends declared on the Preferred Stock and any other
Parity Stock shall be declared and paid either (A) pro rata so that the amount
of dividends so declared on the shares of Preferred Stock and each such other
class or series of Parity Stock shall in all cases bear to each other the same
ratio as accrued dividends on the shares of Preferred Stock and such class or
series of Parity Stock bear to each other or (B) on another basis that is at
least as favorable to the holders of the Preferred Stock entitled to receive
such dividends.

                        (iii) Any dividend payment made on the Preferred Stock
shall first be credited against the dividends accrued with respect to
the earliest Dividend Period for which dividends have not been paid.

                        (iv) All dividends paid with respect to shares of
Preferred Stock pursuant to this paragraph (d) shall be paid pro rata to the
holders entitled thereto.

                        (v) Dividends (or cash amounts equal to accrued and
unpaid dividends) payable on the Preferred Stock for any period shorter than six
months shall be computed on the basis of the actual number of days elapsed (in a
30-day month) since the applicable Dividend Payment Date or from the Issuance
Date with respect to newly issued shares, as applicable, and based on a 360-day
year of twelve 30-day months. No interest shall accrue or be payable in respect
of unpaid dividends.

                        (vi) The Company shall have the option to pay all or any
part of a dividend by delivering shares of Common Stock, par value $0.01 per
share, of the Company (the "Common Stock"), to the transfer agent for the
Preferred Stock (the "Transfer Agent"). In such case, the Company shall be
obligated to deliver to the Transfer Agent a number of shares of Common Stock
which, when resold by the Transfer Agent, shall result in net cash proceeds
sufficient to pay the applicable dividend in cash to the holders of shares of
Preferred Stock. If the proceeds of any resale of shares of Common Stock do not
result in sufficient cash proceeds to pay a dividend, the Company shall promptly
provide cash to the Transfer Agent in an amount equal to the difference between
the amount of the applicable dividend and the proceeds of such sale. All shares
of Common Stock that the Company may deliver to the Transfer Agent as provided
in this subparagraph (vi) shall be registered under the Securities Act of 1933,
as amended.

                        (e) Liquidation Preference. (i) Upon any voluntary or
                            -----------------------
involuntary liquidation, dissolution or winding up of the Company or a reduction
or decrease in the Company's capital stock resulting in a distribution of assets
to the holders of any class or series of the Company's capital
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                                                                               4

stock, each holder of shares of Preferred Stock shall be entitled to payment out
of the assets of the Company available for distribution of an amount equal to
the then effective Liquidation Preference per share of Preferred Stock held by
such holder, plus all accumulated and unpaid dividends therein to the date of
such liquidation, dissolution, winding up or reduction or decrease in capital
stock, before any distribution is made on any Junior Stock, including, without
limitation, Common Stock of the Company. After payment in full of the then
effective Liquidation Preference and all accumulated and unpaid dividends to
which holders of shares of Preferred Stock are entitled, such holders shall not
be entitled to any further participation in any distribution of assets of the
Company. If, upon any voluntary or involuntary liquidation, dissolution or
winding up of the Company or a reduction or decrease in the Company's capital
stock, the amounts payable with respect to shares of Preferred Stock and all
other Parity Stock are not paid in full, the holders of shares of Preferred
Stock and the holders of the Parity Stock shall share equally and ratably in any
distribution of assets of the Company in proportion to the full liquidation
preference and all accumulated and unpaid dividends to which each such holder is
entitled.

                        (ii) Neither the voluntary sale, conveyance, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the property or assets of the Company nor the
consolidation, merger or amalgamation of the Company with or into any
corporation or the consolidation, merger or amalgamation of any corporation with
or into the Company shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Company or a reduction or decrease
in the capital stock of the Company.

                        (iii) No funds are required to be set aside to protect
the Liquidation Preference of the shares of Preferred Stock, although such
Liquidation Preference will be substantially in excess of the par value of the
shares of the Preferred Stock.

                        (f) Redemption. Shares of Preferred Stock shall be
                            ----------
redeemable by the Company as provided below.

                        (i)  [intentionally left blank]/1/

-------------------------------------
         1              Any additional redemption provisions applicable to any
                        series of Preferred Stock shall be set forth in the
                        Certificate of Designations of such series.
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                        (ii) Optional Tax Redemption. The shares of Preferred
                             ------------------------
Stock shall be subject to redemption at the option of the Company or a successor
corporation at any time, in whole or in part, at a Redemption Price equal to
100% of the then effective Liquidation Preference thereof, plus all accumulated
and unpaid dividends thereon to the redemption date if, as a result of any
change in or amendment to any laws, regulations or rulings promulgated
thereunder of (A) Bermuda or any political subdivision or governmental authority
thereof or therein having the power to tax, (B) any jurisdiction, other than the
United States, from or through which payment on the shares of Preferred Stock is
made by the Company or a successor corporation or its paying agent in its
capacity as such or any political subdivision or governmental authority thereof
or therein having the power to tax or (C) any other jurisdiction, other than the
United States, in which the Company or a successor corporation is organized or
any political subdivision or governmental authority thereof or therein having
the power to tax or any change in the official application or interpretation of
such laws, regulations or rulings or any change in the official application or
interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which such jurisdiction (or such political subdivision or
taxing authority) is party (each, a "Change in Tax Law"), which becomes
effective on or after the date hereof, the Company or a successor corporation is
or would be required on the next succeeding Dividend Payment Date to pay
Additional Amounts (as defined below) with respect to the shares of Preferred
Stock, and the payment of such Additional Amounts cannot be avoided by the use
of any reasonable measures available to the Company or a successor corporation.

                        In addition, the shares of Preferred Stock shall be
subject to redemption at the option of the Company at any time, in whole or
in part, at a Redemption Price equal to 100% of the then effective Liquidation
Preference thereof, plus all accumulated and unpaid dividends thereon to the
redemption date, if the person formed by a consolidation, merger or amalgamation
of the Company or into which the Company is consolidated, merged or amalgamated
or to which the Company conveys, transfers or leases its properties and assets
substantially as an entirety is required, as a consequence of such
consolidation, merger, amalgamation, conveyance, transfer or lease and as a
consequence of a Change in Tax Law occurring after the date of such
consolidation, merger, amalgamation, conveyance, transfer or lease, to pay
Additional Amounts in respect of any tax, assessment or governmental charge
imposed on any holder of shares of Preferred Stock.

                        (iii) Payment of Additional Amounts. If any deduction or
                              -----------------------------
withholding for any present or future taxes, assessments or other governmental
charges of (x) Bermuda or any political subdivision or governmental authority
thereof or therein having power to tax, (y) any jurisdiction, other than the
United States, from or through which payment on the shares of Preferred Stock is
made by the Company or a successor corporation, or its paying agent in its
capacity as such or any political subdivision or governmental authority thereof
or therein having the power to tax or (z) any other jurisdiction, other than the
United States, in which the Company or a successor corporation is organized, or
any political subdivision or governmental authority thereof or therein having
the power to tax shall at any time be required by such jurisdiction (or any such
political subdivision or taxing authority) in respect of any amounts to be paid
by the Company or a successor corporation with
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                                                                               6

respect to the shares of Preferred Stock, the Company or a successor corporation
will pay to each holder of shares of Preferred Stock as additional dividends,
such additional amounts (collectively, the "Additional Amounts") as may be
necessary in order that the net amounts paid to such holder of such shares of
Preferred Stock who, with respect to any such tax, assessment or other
governmental charge, is not resident in, or a citizen of, such jurisdiction,
after such deduction or withholding, shall be not less than the amount specified
in such shares of Preferred Stock to which such holder is entitled; provided,
                                                                    --------
however, that the Company or a successor corporation shall not be required to
-------
make any payment of Additional Amounts for or on account of:

                        (A) any tax, assessment or other governmental charge
            that would not have been imposed but for (a) the existence of any
            present or former connection between such holder (or between a
            fiduciary, settlor, beneficiary, member or shareholder of, or
            possessor of a power over, such holder, if such holder is an estate,
            trust, partnership, limited liability company or corporation) and
            the taxing jurisdiction or any political subdivision or territory or
            possession thereof or area subject to its jurisdiction, including,
            without limitation, such holder (or such fiduciary, settlor,
            beneficiary, member, shareholder or possessor) being or having been
            a citizen or resident thereof or being or having been present or
            engaged in a trade or business therein or having or having had a
            permanent establishment therein, (b) the presentation of shares of
            Preferred Stock (where presentation is required) for payment on a
            date more than 30 days after (x) the date on which such payment
            became due and payable or (y) the date on which payment thereof is
            duly provided for, whichever occurs later, or (c) the presentation
            of shares of Preferred Stock for payment in Bermuda or any political
            subdivision thereof or therein, unless such shares of Preferred
            Stock could not have been presented for payment elsewhere;

                        (B) any estate, inheritance, gift, sales, transfer,
            personal property or similar tax, assessment or other governmental
            charge;

                        (C) any tax, assessment or other governmental charge
            that is payable otherwise than by withholding from payment of the
            Liquidation Preference of or any dividends on the shares of
            Preferred Stock;

                        (D) any tax, assessment or other governmental charge
            that is imposed or withheld by reason of the failure by the holder
            or the beneficial owner of the shares of Preferred Stock to comply
            with a request of the Company addressed to the holder (a) to provide
            information, documents or other evidence concerning the nationality,
            residence or identity of the holder or such beneficial owner or (b)
            to make and deliver any declaration or other similar claim (other
            than a claim for refund of a tax, assessment or other governmental
            charge withheld by the Company) or satisfy any information or
            reporting requirements, which, in the case of (a) or (b), is
            required or imposed by a statute, treaty, regulation or
            administrative practice of the taxing jurisdiction as a precondition
            to exemption from all or part of such tax, assessment or
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                                                                               7

            other governmental charge; or

                        (E) any combination of items (A), (B), (C) and (D)
            above;

nor shall Additional Amounts be paid with respect to any payment of the
Liquidation Preference of or dividends on any shares of Preferred Stock to any
holder who is a fiduciary or partnership or limited liability company or other
beneficial owner of shares of Preferred Stock to the extent such payment would
be required by the laws of (x) Bermuda or any political subdivision or
governmental authority thereof or therein having the power to tax, (y) any
jurisdiction, other than the United States, from or through which payment on the
shares of Preferred Stock is made by the Company or a successor corporation, or
its paying agent in its capacity as such or any political subdivision or
governmental authority thereof or therein having the power to tax or (z) any
other jurisdiction, other than the United States, in which the Company or a
successor corporation is organized, or any political subdivision or governmental
authority thereof or therein having the power to tax to be included in the
income for tax purposes of a beneficiary or settlor with respect to such
fiduciary or a member of such partnership, limited liability company or
beneficial owner who would not have been entitled to such Additional Amounts had
it been the holder of such shares of Preferred Stock.

                        The Company shall provide the Transfer Agent with the
official acknowledgment of the relevant taxing authority (or, if such
acknowledgment is not available, a certified copy thereof) evidencing the
payment of the withholding taxes, if any, by the Company. Copies of such
documentation shall be made available to the holders of the shares of Preferred
Stock or the Transfer Agent, as applicable, upon request therefor.

                        All references herein to dividends on the shares of
Preferred Stock shall include any Additional Amounts payable by the Company
in respect of such shares of Preferred Stock.

                        (iv) Whenever shares of Preferred Stock are to be
redeemed pursuant to this paragraph (f), a notice of such redemption shall
be mailed, addressed to each holder, by overnight mail, postage prepaid, or
delivered to each holder of the shares to be redeemed at such holder's address
as the same appears on the stock transfer books of the company. Such notice
shall be mailed to be delivered not less than 30 days and nor more than 60 days
prior to the date fixed for redemption. Each such notice shall state: (A) the
date fixed for redemption; (B) the number of shares of Preferred Stock to be
redeemed; (C) the Redemption Price and the amount of dividends accrued and
unpaid through the date fixed for redemption; (D) the place or places where such
shares of Preferred Stock are to be surrendered for payment of the Redemption
Price; and (E) that dividends on the shares to be redeemed will cease to accrue
on such date fixed for redemption unless the Company shall default in the
payment of the Redemption Price. If fewer than all shares of Preferred Stock
held by a holder are to be redeemed, the notice mailed to such holder shall
specify the number of shares to be redeemed from such holder.
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                                                                               8


                        Notice having been given as provided in the preceding
paragraph, and if on or before the redemption date specified in such
notice, an amount in cash sufficient to redeem in full on the redemption date
and at the applicable Redemption Price (together with an amount equal to accrued
and unpaid dividends thereon (whether or not declared and whether or not there
are funds of the Company legally available for the payment of dividends) to such
redemption date) and all shares of Preferred Stock called for redemption shall
have been set apart and deposited in trust so as to be available for such
purpose and only for such purpose, or shall have been paid to the holders
thereof then effective as of the close of business on such redemption date, and
unless there shall be a subsequent default in the payment of the Redemption
Price plus accrued and unpaid dividends, the shares of Preferred Stock so called
for redemption shall cease to accrue dividends, and such shares shall no longer
be deemed to be outstanding and shall have the status of authorized but unissued
shares of preferred stock of the Company, undesignated as to series, and all
rights of the holders thereof, as such, as shareholders of the Company (except
the right to receive from the Company the Redemption Price and an amount equal
to any accrued and unpaid dividends (whether or not declared and whether or not
there are funds of the Company legally available for the payment of dividends)
to such redemption date) shall cease. Upon surrender in accordance with such
notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the notice shall so state), such shares shall be
redeemed by the Company at the Redemption Price as set forth above. In case
fewer than all of the shares represented by any such certificate are redeemed, a
new certificate of like terms and having the same date of original issuance
shall be issued representing the unredeemed shares without cost to the holder
thereof.

                        (v) In the event that fewer than all of the shares of
Preferred Stock are to be redeemed pursuant to this paragraph (f), the Company
shall call for redemption shares of Preferred Stock pro rata among the holders,
based on the number of shares of Preferred Stock held by each holder (with
adjustments to avoid fractional shares), except that the Company may redeem all
of the shares of Preferred Stock held by any holders of fewer than 100 shares of
Preferred Stock (or all the shares of Preferred Stock held by holders who would
hold less than 100 shares of Preferred Stock as a result of such redemption).
Any redemption for which shares are called for redemption on a pro rata basis
shall comply with this subparagraph (v).

                        (g) Voting Rights. Except as required by applicable
                            -------------
Bermuda law and as may otherwise be provided herein or in any amendment hereto,
the holders of shares of Preferred Stock shall not be entitled to any voting
rights as shareholders of the Company except as follows:

                        (i) The affirmative vote of the holders of at least a
            majority of the outstanding shares of Preferred Stock, voting with
            holders of shares of all other series of preferred stock affected in
            the same way as a single class, in person or by proxy, at a special
            or annual meeting called for the purpose, or by written consent in
            lieu of a meeting, shall be required to amend, repeal or change any
            provisions of this Schedule in any manner which would adversely
            affect, alter or change the powers, preferences or special rights of
            the Preferred Stock and any such
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                                                                               9

            securities affected in the same way; provided, however, that the
            creation, authorization or issuance of any other class or series of
            capital stock or the increase or decrease in the amount of
            authorized capital stock of any such class or series or of the
            Preferred Stock, or any increase, decrease or change in the par
            value of any class or series of capital stock (including the
            Preferred Stock), shall not require the consent of the holders of
            the Preferred Stock and shall not be deemed to affect adversely,
            alter or change the powers, preferences and special rights of the
            shares of Preferred Stock. With respect to any matter on which the
            holders are entitled to vote as a separate class, each share of
            Preferred Stock shall be entitled to one vote.

                        (ii) If at any time the equivalent of six quarterly
            dividends payable on the shares of Preferred Stock are accrued and
            unpaid (whether or not consecutive and whether or not declared), the
            holders of all outstanding shares of Preferred Stock and any Parity
            Stock or Senior Stock having similar voting rights then exercisable,
            voting separately as a single class without regard to series, shall
            be entitled to elect at the next annual meeting of the shareholders
            of the Company two directors to serve until all dividends
            accumulated and unpaid on any such voting shares have been paid or
            declared and funds set aside to provide for payment in full. In
            exercising any such vote, each outstanding share of Preferred Stock
            shall be entitled to one vote, excluding shares held by the Company
            or any entity controlled by the Company, which shares shall have no
            vote.

                        (h) Conversion. (i) Each share of Preferred Stock shall
                            ----------
be convertible at any time and from time to time at the option of the holder
thereof into fully paid and nonassessable shares of Common Stock. The number of
shares of Common Stock deliverable upon conversion of a share of Preferred
Stock, adjusted as hereinafter provided, is referred to herein as the
"Conversion Ratio". The Conversion Ratio as of the Issuance Date shall be [ ]and
shall equal the ratio the nominator of which shall be the Liquidation Preference
and the denominator of which shall be the Conversion Price. The Conversion Price
shall be $[ ], subject to adjustment from time to time as provided in paragraph
(i).

                        (ii) Conversion of shares of Preferred Stock may be
effected by any holder upon the surrender to the Company at the principal office
of the Company or at the office of the Transfer Agent, as may be designated by
the Board of Directors of the Company, of the certificate or certificates for
such shares of Preferred Stock to be converted accompanied by a written notice
stating that such holder elects to convert all or a specified whole number of
such shares in accordance with the provisions of this paragraph (h) and
specifying the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued. In case such notice shall
specify a name or names other than that of such holder, such notice shall be
accompanied by payment of all transfer taxes payable upon the issuance of shares
of Common Stock in such name or names. Other than such taxes, the Company shall
pay any documentary, stamp or similar issue or transfer taxes that may be
payable in respect of any issuance or delivery of shares of Common Stock upon
conversion of shares of Preferred Stock pursuant hereto. As promptly as
practicable after the
<PAGE>

                                                                              10

surrender of such certificate or certificates and the receipt of such notice
relating thereto and, if applicable, payment of all required transfer taxes (or
the demonstration to the satisfaction of the Company that such taxes have been
paid), the Company shall deliver or cause to be delivered (x) certificates
representing the number of validly issued, fully paid and nonassessable full
shares of Common Stock to which the holder (or the holder's transferee) of
shares of Preferred Stock being converted shall be entitled and (y) if less than
the full number of shares of Preferred Stock evidenced by the surrendered
certificate or certificates is being converted, a new certificate or
certificates, of like tenor, for the number of shares evidenced by such
surrendered certificate or certificates less the number of shares being
converted. Such conversion shall be deemed to have been made at the close of
business on the date of giving such notice and of such surrender of the
certificate or certificates representing the shares of Preferred Stock to be
converted so that the rights of the holder thereof as to the shares being
converted shall cease except for the right to receive shares of Common Stock and
accrued and unpaid dividends with respect to the shares of Preferred Stock being
converted, in each case in accordance herewith, and the person entitled to
receive the shares of Common Stock shall be treated for all purposes as having
become the record holder of such shares of Common Stock at such time.

                        (iii) If a holder of shares of Preferred Stock exercises
conversion rights under paragraph (h)(i), upon delivery of the shares
for conversion, such shares shall cease to accrue dividends pursuant to
paragraph (d) as of the end of the day immediately preceding the date of such
delivery, but such shares shall continue to be entitled to receive all accrued
dividends which such holder is entitled to receive through the last preceding
Dividend Payment Date unless such conversion follows a call for redemption by
the Company in which case pro rata dividends shall also be payable through the
date immediately preceding such delivery, in each case as if such holder
continued to hold such shares of Preferred Stock. Any such accrued and unpaid
dividends shall be payable by the Company as and when such dividends are paid to
any remaining holders or, if none, on the date which would have been the next
succeeding Dividend Payment Date had there been remaining holders or such later
time at which the Company believes it has adequate available capital under
applicable law to make such a payment. Notwithstanding the foregoing, shares of
Preferred Stock surrendered for conversion (other than after notice of
redemption has been given with respect to such shares) after the close of
business on any record date for the payment of dividends declared and prior to
the opening of business on the Dividend Payment Date relating thereto must be
accompanied by a payment in cash of an amount equal to the dividend declared in
respect of such shares.

                        (iv) In case any shares of Preferred Stock are to be
redeemed pursuant to paragraph (f), such right of conversion shall cease
and terminate, as to the shares of Preferred Stock to be redeemed, at the close
of business on the Business Day immediately preceding the date fixed for
redemption unless the Company shall default in the payment of the Redemption
Price therefor, as provided herein.

                        [(v) Notwithstanding anything herein to the contrary,
but subject to the provisions of paragraph (h)(iii) and to paragraph (i), and
except as provided for in the following sentence, the
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                                                                              11

Company shall make no payment or adjustment to any holder of shares of Preferred
Stock surrendered for conversion in respect of any accrued and unpaid dividends
on the shares of Preferred Stock surrendered for conversion. If the Company
redeems the Preferred Stock between [ ] through and including [ ] any holder of
shares of Preferred Stock, electing to convert the shares of Preferred Stock
between [ ] through and including [ ], shall be entitled to receive dividends
accrued between [ ] and [ ] on the converted shares of Preferred Stock.]

                        (vi) In connection with the conversion of any shares of
Preferred Stock, no fractions of shares of Common Stock shall be issued, but in
lieu thereof, the Company shall pay a cash adjustment in respect of such
fractional interest in an amount equal to (x) such fractional interest
multiplied by the Liquidation Preference per share, divided by (y) the
Conversion Price. If more than one share of Preferred Stock shall be surrendered
for conversion by the same holder at the same time, the number of full shares of
Common Stock issuable on conversion thereof shall be computed on the basis of
the total number of shares of Preferred Stock so surrendered.

                        (vii) The Company shall at all times reserve and keep
available, free from preemptive rights, for issuance upon the conversion
of shares of Preferred Stock such number of its authorized but unissued shares
of Common Stock as will from time to time be sufficient to permit the conversion
of all outstanding shares of Common Stock if necessary to permit the conversion
of all outstanding shares of Preferred Stock. Prior to the delivery of any
securities which the Company shall be obligated to deliver upon conversion of
the Preferred Stock, the Company shall comply with all applicable federal and
state laws and regulations which require action to be taken by the Company. All
shares of Common Stock delivered upon conversion of the Preferred Stock will
upon delivery be duly and validly issued and fully paid and nonassessable, free
of all liens and charges and not subject to any preemptive rights.

                        (i)(i) The Conversion Price shall be subject to
adjustment from time to time as follows:

                        (A) Stock Splits and Combinations. In case the Company
                            -----------------------------
shall at any time or from time to time after the Issuance Date (a) subdivide or
split the outstanding shares of Common Stock, (b) combine or reclassify the
outstanding shares of Common Stock into a smaller number of shares or (c) issue
by reclassification of the shares of Common Stock any shares of capital stock of
the Company, then, and in each such case, the Conversion Price in effect
immediately prior to such event or the record date therefor, whichever is
earlier, shall be adjusted so that the holder of any shares of Preferred Stock
thereafter surrendered for conversion shall be entitled to receive the number of
shares of Common Stock or other securities of the Company which such holder
would have owned or have been entitled to receive after the occurrence of any of
the events described above, had such shares of Preferred Stock been surrendered
for conversion immediately prior to the occurrence of such event
<PAGE>

                                                                              12

or the record date therefor, whichever is earlier. An adjustment made pursuant
to this subparagraph (A) shall become effective at the close of business on the
day upon which such corporate action becomes effective. Such adjustment shall be
made successively whenever any event listed above shall occur.

                        (B) Stock Dividends in Common Stock. In case the Company
                            -------------------------------
shall at any time or from time to time after the Issuance Date pay a dividend or
make a distribution in shares of Common Stock on any class of capital stock of
the Company other than dividends or distributions of shares of Common Stock or
other securities with respect to which adjustments are provided in paragraph
(i)(A) above, and the total number of shares constituting such dividend or
distribution shall exceed 25% of the total number of shares of Common Stock
outstanding at the close of business on the record date fixed for determination
of shareholders entitled to receive such dividend or distribution, the
Conversion Price shall be adjusted so that the holder of each share of Preferred
Stock shall be entitled to receive upon conversion thereof, the number of shares
of Common Stock determined by multiplying (1) the applicable Conversion Price by
(2) a fraction, the numerator of which shall be the number of shares of Common
Stock theretofore outstanding and the denominator of which shall be the sum of
such number of shares and the total number of shares issued in such dividend or
distribution. In case the total number of shares constituting such dividend or
distribution shall not exceed 25% of the total number of shares of Common Stock
outstanding at the close of business on the record date fixed for such dividend
or distribution, such shares of Common Stock shall be considered to be issued at
the time of any such next succeeding dividend or other distribution in which the
number of shares of Common Stock issued, together with the number of shares
issued in all previous such dividends and distributions, shall exceed such 25%.

                        (C) Issuance of Rights or Warrants. In case the Company
                            ------------------------------
shall issue to all holders of Common Stock rights or warrants expiring within 45
days entitling such holders to subscribe for or purchase Common Stock at a price
per share less than the Current Market Price (as defined below), the Conversion
Price in effect immediately prior to the close of business on the record date
fixed for determination of shareholders entitled to receive such rights or
warrants shall be reduced by multiplying such Conversion Price by a fraction,
the numerator of which is the sum of the number of shares of Common Stock
outstanding at the close of business on such record date and the number of
shares of Common Stock that the aggregate offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase at
such Current Market Price and the denominator of which is the sum of the number
of shares of Common Stock outstanding at the close of business on such record
date and the number of additional shares of Common Stock so offered for
subscription or purchase. For purposes of this subparagraph (C), the issuance of
rights or warrants to subscribe for or purchase securities convertible into
Common Stock shall be deemed to be the issuance of rights or warrants to
purchase the Common Stock into which such securities are convertible at an
aggregate offering price equal to the sum of the aggregate offering price of
such securities and the minimum aggregate amount (if any) payable upon
conversion of such securities into Common Stock. Such adjustment shall be made
successively whenever any such event shall occur.
<PAGE>

                                                                              13

                        (D) Distribution of Indebtedness, Securities or Assets.
                            --------------------------------------------------
In case the Company shall distribute to all holders of Common Stock (whether by
dividend or in a merger, amalgamation or consolidation or otherwise) evidences
of indebtedness, shares of capital stock of any class or series, other
securities, cash or assets (other than Common Stock, rights or warrants referred
to in subparagraph (C) above or a dividend payable exclusively in cash and other
than as a result of a Fundamental Change (as defined below)), the Conversion
Price in effect immediately prior to the close of business on the record date
fixed for determination of shareholders entitled to receive such distribution
shall be reduced by multiplying such Conversion Price by a fraction, the
numerator of which is the Current Market Price on such record date less the fair
market value (as determined by the Board of Directors of the Company, whose
determination in good faith shall be conclusive) of the portion of such
evidences of indebtedness, shares of capital stock, other securities, cash and
assets so distributed applicable to one share of Common Stock and the
denominator of which is the Current Market Price. Such adjustment shall be made
successively whenever any such event shall occur.

                        (E) Fundamental Changes. In case any transaction or
                            -------------------
event (including, without limitation, any merger, consolidation, sale of assets,
tender or exchange offer, reclassification, compulsory share exchange or
liquidation) shall occur in which all or substantially all outstanding Common
Stock is converted into or exchanged for stock, other securities, cash or assets
(each, a "Fundamental Change"), the holder of each share of Preferred Stock
outstanding immediately prior to the occurrence of such Fundamental Change shall
have the right upon any subsequent conversion to receive (but only out of
legally available funds, to the extent required by applicable law) the kind and
amount of stock, other securities, cash and assets that such holder would have
received if such share had been converted immediately prior thereto.

                        (ii) Anything in this section (i) to the contrary
notwithstanding, the Company shall not be required to give effect to any
adjustment in the Conversion Price unless and until the net effect of one or
more adjustments (each of which shall be carried forward until counted toward
adjustment), determined as above provided, shall have resulted in a change of
the Conversion Price by at least 1%, and when the cumulative net effect of more
than one adjustment so determined shall be to change the Conversion Price by at
least 1%, such change in the Conversion Price shall thereupon be given effect.
In the event that, at any time as a result of the provisions of this paragraph
(i), the holder of shares of Preferred Stock upon subsequent conversion shall
become entitled to receive any shares of capital stock of the Company other than
Common Stock, the number of such other shares so receivable upon conversion of
shares of Preferred Stock shall thereafter be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions contained herein.

                        (iii) There shall be no adjustment of the Conversion
Price in case of the issuance of any stock of the Company in a merger,
reorganization, acquisition, reclassification, recapitalization or other similar
transaction except as set forth in this paragraph (i).
<PAGE>

                                                                              14

                        (iv) In any case in which this paragraph (i) requires
that an adjustment as a result of any event become effective from and
after a record date, the Company may elect to defer until after the occurrence
of such event (A) issuing to the holder of any shares of Preferred Stock
converted after such record date and before the occurrence of such event the
additional shares of Common Stock issuable upon such conversion over and above
the shares issuable on the basis of the conversion price in effect immediately
prior to adjustment and (B) paying to such holder any amount in cash in lieu of
a fractional share of Common Stock.

                        (v) If the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend or
other distribution, and shall thereafter and before the distribution to
shareholders thereof legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment in the number of shares of Common
Stock issuable upon exercise of the right of conversion granted by this
paragraph (i) or in the Conversion Price then in effect shall be required by
reason of the taking of such record.

                        (vi) The Board of Directors of the Company shall have
the power to resolve any ambiguity or correct any error in this paragraph (i),
and its action in so doing shall be final and conclusive.

                        (j) Notwithstanding anything herein to the contrary, if
the Company is reorganized such that the Common Stock is exchanged for the
Common Stock of a new entity ("Newco"), the Common Stock of which is traded on
the National Association of Securities Dealers, Inc. Automated Quotation System
or another recognized securities exchange, then the Company, by notice to the
holders of the Preferred Stock but without any required consent on their part,
shall have the option to cause the exchange of the shares of Preferred Stock for
preferred stock of Newco having the same terms and conditions as set forth
herein, provided that, in the event that Newco is not solely incorporated as a
        --------
Bermuda company or in the event the Newco share structure is not identical to
that of the Company, the rights attaching to the preferred stock of Newco may be
adjusted so as to comply with the local law of the country of incorporation of
Newco or the new share structure of Newco. If the Company exercises such option,
the Company shall indemnify each holder of shares of Preferred Stock if an
exchange described in this paragraph (j) would, under then applicable United
States Federal income tax law, result in the recognition of tax by such holder;
provided, however, that the Company shall not be obligated to indemnify any
holder for any payments described under subparagraphs (f)(ii) and (f)(iii),
unless and to the extent provided in such subparagraphs.

                        (k) Certain Definitions. As used in this Schedule, the
                            -------------------
following terms shall have the following meanings, unless the context otherwise
requires:

                        "Affiliate" of any person means any other person who,
directly or indirectly, Controls, is under common Control or is
Controlled by such other person. For purposes of this definition, "Control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under
<PAGE>

                                                                              15

common control with"), as used with respect to any person, shall mean the power,
directly or indirectly, to direct or cause the direction of the management or
policies of such person, whether through the ownership of voting securities, by
contract or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a person shall be deemed to be Control.

                        "Business Day" means any day other than a Saturday,
                         ------------
Sunday or a United States federal or Bermuda holiday.

                        "Change in Control" means, with respect to the Company,
                         -----------------
the occurrence of any of the following: (i) any "person" (as such term is unused
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (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 (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
(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 (for the purposes of this clause, such other person
shall be deemed to "beneficially own" any Voting Stock of a specified
corporation held by a parent corporation if such other person beneficially owns,
directly or indirectly, more than 35% of the Voting Stock (measured by voting
power rather than by number of shares) of such parent corporation and the
Permitted Holders beneficially own, directly or indirectly, in the aggregate a
lesser percentage of Voting Stock (measured by voting power rather than by
number of shares) of such parent corporation 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 such parent corporation), (ii)
during any period of two consecutive years, Continuing Directors cease for any
reason to constitute a majority of the Board of Directors of the Company, (iii)
the Company consolidates or merges with or into any other person, other than a
consolidation or merger (a) of the Company into Global Crossing Holdings or
Global Crossing Holdings into the Company, or the Company with or into a
Subsidiary of the Company or (b) 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 35% of the Voting Stock
(measured by voting power rather than number of shares) of the surviving
corporation immediately following such transaction or (iv) 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 a Subsidiary of the Company or a Permitted Holder or a person more
than 50% of the Voting Stock (measured by voting power rather than by number of
shares) of which is owned, directly or indirectly, following such transaction or
transactions 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
<PAGE>

                                                                              16

Company or any Subsidiary for use in its 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 (iv).

                        "Continuing Directors" means individuals who at the
                         --------------------
beginning of the period of determination constituted the Board of Directors of
the Company, together with any new directors whose election by such Board of
Directors 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 at the beginning of such period
or whose election or nomination for election was previously so approved or is
designee of any one of the Permitted Holders or any combination thereof or was
nominated or elected by any such Permitted Holder(s) or any of their designees.

                        "Current Market Price" means, with respect to any event
                         --------------------
set forth in paragraph (i) herein, as applicable, the average of the
daily closing prices for the five consecutive trading days selected by the Board
of Directors of the Company commencing not more than 20 trading days before, and
ending not later than the date of such event and the date immediately preceding
the record date fixed in connection with such event.

                        "Permitted Holder" means Pacific Capital Group, Inc. and
                         ----------------
CIBC Oppenheimer Corp., and their respective Affiliates.

                        "Subsidiary" means, with respect to any person, (i) any
                         ---------
corporation, association or other business entity of which more than
50% of the total voting power of shares of capital stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such person or one or more of the other Subsidiaries
of that person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or the managing general partner of which is such person or a
Subsidiary of such person or (b) the only general partners of which are such
person or of one or more Subsidiaries of such person (or any combination
thereof).

                        "Voting Stock" of any person as of any date means the
                         ------------
capital stock of such person that is at the time entitled to vote in the
election of the Board of Directors of such person.

                        (l) Headings. The headings of the paragraphs of this
                            --------
Schedule are for convenience of reference only and hall not define, limit or
affect any of the provisions hereof.

                        (m) Bye-Laws. This Schedule shall be attached to the
                            --------
Bye-Laws of the Company and shall become incorporated in such Bye-Laws.