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Global Crossing Ltd – ‘DEF 14A’ for 6/14/11

On:  Friday, 4/29/11, at 1:10pm ET   ·   Effective:  4/29/11   ·   For:  6/14/11   ·   Accession #:  1193125-11-117917   ·   File #:  1-16201

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 4/29/11  Global Crossing Ltd               DEF 14A     6/14/11    1:1.0M                                   RR Donnelley/FA

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 1: DEF 14A     Definitive Proxy Statement                          HTML    612K 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

Global Crossing Limited

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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April 29, 2011

Dear Shareholder:

The Board of Directors cordially invites you to attend the 2011 Annual General Meeting of Shareholders, which we will hold at 10:00 a.m., Eastern Daylight Time, on June 14, 2011 at the Warwick New York Hotel, located at 65 West 54^th Street, New York, New York.

The Notice of the 2011 Annual General Meeting of Shareholders and related Proxy Statement accompanying this letter describe the business to be acted upon at the meeting. The annual report for the year ended December 31, 2010 is also enclosed.

It is important that your shares be represented at the Annual General Meeting, whether or not you plan to attend the meeting in person. Please complete, sign and date the enclosed proxy card and return it in the accompanying prepaid envelope to ensure that your shares will be represented at the meeting.

Thank you for your continued support.

LODEWIJK CHRISTIAAN VAN WACHEM

Chairman of the Board of Directors

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Notice of 2011 Annual General Meeting of Shareholders

We will hold the 2011 Annual General Meeting of Shareholders (the “annual meeting”) of Global Crossing Limited (“Global Crossing”) at the Warwick New York Hotel, located at 65 West 54^th Street, New York, New York on June 14, 2011, at 10:00 a.m., Eastern Daylight Time, for the following purposes:

To receive the report of the independent registered public accounting firm of Global Crossing and the financial statements for the year ended December 31, 2010 and to take action on the following proposals:

Only common and preferred shareholders of record at the close of business on April 18, 2011, which has been fixed as the record date for notice of the annual meeting, are entitled to receive this notice and to vote at the meeting.

It is important that your shares be represented at the annual meeting. Whether or not you expect to attend the meeting, please vote by completing, signing and dating the enclosed proxy card and returning it promptly in the reply envelope provided.

By order of the Board of Directors,

MITCHELL C. SUSSIS

Secretary, Senior Vice President & Deputy General Counsel

April 29, 2011

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GLOBAL CROSSING LIMITED

2011 PROXY STATEMENT

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PROXY STATEMENT

for the

ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on June 14, 2011

GENERAL INFORMATION

The Board of Directors (the “Board” or “Board of Directors”) of Global Crossing Limited, a Bermuda company (“GCL”, “we”, “us” or the “Company”), is soliciting your proxy for use at the Annual General Meeting of Shareholders to be held on June 14, 2011 (the “annual meeting”). These proxy materials are being mailed to our shareholders beginning on or about April 29, 2011.

Our principal executive offices are located at Wessex House, 1^st Floor, 45 Reid Street, Hamilton HM12, Bermuda. Our telephone number is 441-296-8600. You may visit us at our website located at www.globalcrossing.com.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be held on June 14, 2011

Our Proxy Statement and Annual Report on Form 10-K/A are available at

http://www.edocumentview.com/glbc

The following proxy materials are available for you to review at http://www.edocumentview.com/glbc:

Date, Time and Place

We will hold the annual meeting at the Warwick New York Hotel, located at 65 West 54^th Street (at Sixth Avenue), New York, New York, on June 14, 2011 at 10:00 a.m., Eastern Daylight Time, subject to any adjournments or postponements.

Who Can Vote; Votes Per Share

Common and preferred shareholders of record at the close of business on April 18, 2011 are eligible to vote at the annual meeting. As of April 18, 2011, we had outstanding 61,117,909 common shares, par value U.S. $0.01 per share, and 18,000,000 shares of 2.0% Cumulative Senior Convertible Preferred Shares (the “Senior Preferred Shares”), par value U.S. $0.10 per share. As of April 18, 2011, all of the Senior Preferred Shares and 29,342,431 common shares were held by a subsidiary of Singapore Technologies Telemedia Pte Ltd (“ST Telemedia”), representing approximately 59.8% of the shares eligible to vote at the Annual General Meeting. The Senior Preferred Shares are convertible into common shares on a one-for-one basis, subject to adjustment in certain circumstances.

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Under our bye-laws and the certificate of designations for the Senior Preferred Shares, each common share and each Senior Preferred Share currently entitles the holder to one vote on all matters entitled to be voted on by holders of our common shares, with the Senior Preferred Shares and the common shares voting together as a single class. Each common share and each Senior Preferred Share will therefore be entitled to one vote on each proposal described in this proxy statement. Although the holders of the common shares and the Senior Preferred Shares also have certain separate class voting rights under Bermuda law, no separate class vote will take place at the 2011 annual meeting.

Quorum and Voting Requirements

The presence in person or by proxy of at least two shareholders entitled to vote and holding shares representing more than 50 percent of the votes of all outstanding common shares and Senior Preferred Shares will constitute a quorum at the annual meeting. Abstentions and broker “non-votes” are counted for purposes of establishing a quorum. A broker “non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular matter and has not received instructions from the beneficial owner. Under applicable stock exchange rules, we believe that nominees will generally have discretionary voting power with respect to Proposal 3 set forth below but will generally not have discretionary voting power with respect to Proposals 1, 2, 4 and 5 set forth below.

Approval of each of the proposals set out below requires the affirmative vote of at least a simple majority of the votes cast. Abstentions and broker “non-votes,” if any, will not affect the satisfaction of this requirement, although they will have the practical effect of reducing the number of affirmative votes required to achieve a majority by reducing the total number of shares from which the majority is calculated.

Our Board’s Voting Recommendations

The Board recommends that you vote your shares:

How to Vote

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. If you are the shareholder of record, you may either vote in person at the meeting or by proxy. Shareholders of record can appoint a proxy to vote their shares in any one of the three following ways: over the internet; by telephone; or by completing, signing, dating and returning a proxy card. All common shares represented by a proxy properly delivered by the shareholder of record and received by our transfer agent, Computershare Trust Company, N.A. (“Computershare”), (1) by 2:00 a.m., Eastern Daylight Time, on June 14, 2011, if you are appointing a proxy to vote over the internet or by telephone, or (2) by 5:00 pm., Eastern Daylight Time, on June 13, 2011, if you are appointing a proxy to vote by returning a proxy card, will be voted as specified in the proxy, unless validly

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revoked as described below. If you return a proxy card by mail and do not specify your vote, your shares will be voted as recommended by the Board of Directors.

As an alternative to appointing a proxy, a shareholder that is a corporation may appoint any person to act as its representative by delivering written evidence of that appointment, which must be received at our principal executive offices not later than one hour before the time fixed for the beginning of the meeting. A representative so appointed may exercise the same powers, including voting rights, as the appointing corporation could exercise if it were an individual shareholder.

The Board of Directors is not currently aware of any business that will be brought before the annual meeting other than the proposals described in this proxy statement. If, however, other matters are properly brought before the annual meeting or any adjournment or postponement of the meeting, the persons appointed as proxies will have, unless the terms of their appointment otherwise provide, discretionary authority to vote the shares represented by duly executed proxies in accordance with their discretion and judgment.

Revocation of Proxies

You may revoke your proxy or, in the case of a corporation, its authorization of a representative, before it is voted (1) by so notifying the Secretary of the Company in writing at the address of our principal executive offices not less than one hour before the time fixed for the beginning of the meeting; (2) by submitting a new proxy via the internet or by telephone to Computershare by 2:00 a.m., Eastern Daylight Time, June 14, 2011; (3) by signing and dating a new and different proxy card and mailing it to Computershare such that it is received by Computershare by 5:00 p.m., Eastern Daylight Time, June 13, 2011; or (4) by voting your shares in person or by an appointed agent or representative at the meeting. You cannot revoke your proxy merely by attending the annual meeting.

Proxy Solicitation

We will bear the costs of soliciting proxies from the holders of our common shares. Proxies will initially be solicited by us by mail, but directors, officers and selected other employees of the Company may also solicit proxies by personal interview, telephone, facsimile or e-mail. Directors, executive officers and any other employees who solicit proxies will not be specially compensated for those services, but may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners. We have engaged Georgeson, Inc. to assist us in coordinating the mailing of proxy materials at an estimated fee of $2,000 plus disbursements. Computershare has agreed to assist us in connection with the tabulation of proxies.

2010 Audited Financial Statements

Under our bye-laws and Bermuda law, unless waived, audited financial statements must be presented to shareholders at an annual general meeting of shareholders. To fulfill this requirement, we will present at the annual meeting consolidated financial statements for the fiscal year 2010, which have been audited by Ernst & Young LLP. Those financial statements are included in our 2010 Annual Report to Shareholders (the “Annual Report”), a copy of which is being delivered, or is otherwise made available, together with this proxy statement. Representatives of Ernst & Young LLP are expected to attend the annual meeting and to respond to appropriate questions and will have the opportunity to make a statement should they so desire. No vote is required by shareholders with respect to our 2010 audited financial statements.

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DIRECTORS AND EXECUTIVE OFFICERS

Our bye-laws provide that ST Telemedia and any of its subsidiaries that are shareholders of the Company from time to time (the “STT Shareholder Group”) will be able to appoint up to eight (8) directors to our Board based upon the STT Shareholder Group’s percentage ownership of our shares at any given time. Specifically, for so long as the STT Shareholder Group owns both Global Crossing common shares and Senior Preferred Shares representing in the aggregate the percentages set forth below of our outstanding common shares calculated on a fully diluted basis, the STT Shareholder Group will be entitled to appoint the corresponding number of Directors indicated below to our Board, holding office at any one time, each for a term of three years (which can be renewed).

If the share ownership percentage of the STT Shareholder Group at any time falls below one of the thresholds specified above, then the term of office of the number of Directors that the STT Shareholder Group is no longer entitled to appoint shall terminate at the following meeting of shareholders (whether annual or special).

In addition, our bye-laws provide that for so long as the STT Shareholder Group is entitled to appoint at least two Directors, a Director designated by the STT Shareholder Group shall serve as (i) Chairman of the Board, (ii) Chairman of the Audit Committee (to the extent permitted by applicable stock exchange rules), (iii) Chairman of the Compensation Committee, (iv) Chairman of the Executive Committee and (v) Chairman of the Nominating and Corporate Governance Committee.

In addition to the STT Shareholder Group’s Director designation rights above, the STT Shareholder Group may elect additional Directors due to its holdings of approximately 59.8% of our outstanding share capital eligible to vote at the annual meeting.

In April 2010, the STT Shareholder Group reappointed eight of the Directors in accordance with our bye-laws. The remaining two Directors were elected at the annual meeting of shareholders in 2010 and have been nominated for re-election this year. The Board believes that the Directors have valuable individual skills and experiences that were derived from a broad range of occupations and industries, providing both differing viewpoints among the Directors and familiarity with many diverse markets and subject matters. The experience, qualifications, attributes or skills that the Board believes particularly qualify each of the Directors to serve on the Board are indicated in the below biographies. In addition, all the Directors have significant experience in the oversight of public companies due to their service as directors of Global Crossing and other companies. The Board believes that these skills and experiences qualify each Director to serve on the Company’s Board.

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The following table sets forth the names, ages and positions of our Directors, Executive Committee members and executive officers. Additional biographical information concerning these individuals is provided in the text following the table. The Directors’ committee assignments are also set forth below, with the committees further discussed below under the caption “Board Meetings and Committees.”

Director Nominees

The terms of the following two Directors will expire at the annual meeting, and they have been nominated for re-election by the Board of Directors for a one-year term expiring at the 2012 Annual General Meeting of Shareholders.

Charles Macaluso—Mr. Macaluso has served as a Director of Global Crossing since December 2003. He is a founding principal and the chief executive officer of Dorchester Capital Advisors (formerly East Ridge Consulting, Inc.), a management consulting and corporate advisory firm founded in 1996. From March 1996 to June 1998, Mr. Macaluso was a partner at Miller Associates, Inc., a company principally involved in corporate workouts. From 1989 to 1996, Mr. Macaluso was a partner at The Airlie Group, LLP, a fund specializing in leveraged buyout, mezzanine and equity investments. Mr. Macaluso has been a director of Darling International since 2002 and its lead director since 2004. He also has served as the chairman of the board of Global Power

Equipment Group since 2009, and a director of The Elder-Beerman Stores Corp., Lazy Days, RV and Pilgrim’s

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Pride Corporation since 2001, 2004 and 2010, respectively. Mr. Macaluso’s deep experience with consulting and advisory firms gives him a unique perspective on strategic and organizational matters. He also has extensive knowledge of the capital markets and years of experience in financial analysis.

Michael Rescoe—Mr. Rescoe has served as a Director of Global Crossing since December 2003. He served as executive vice-president and chief financial officer of Travelport Ltd. (travel services), a privately held company, from November 2006 until October 2009. He served as executive vice president and chief financial officer of the Tennessee Valley Authority, a federal corporation that is the nation’s largest public power provider, from July 2003 until November 2006. Mr. Rescoe was a senior officer and the chief financial officer of 3Com Corporation, a global technology manufacturing company specializing in Internet connection technology for both voice and data applications, from April 2000 until November 2002. During 1999 and 2000, Mr. Rescoe was associated with Forstman Little, a leveraged buyout firm. Prior thereto, Mr. Rescoe was chief financial officer of PG&E Corporation, a power and natural gas energy holding company, from 1997. For over a dozen years prior to that Mr. Rescoe was a senior investment banker with Kidder, Peabody and a senior managing director of Bear Stearns specializing in strategy and structured financing. Mr. Rescoe’s strong financial background provides financial expertise to the Board, including a deep understanding of financial statements, corporate finance, accounting and capital markets. His leadership experience with technology companies also brings a valuable perspective to the issues we face as a telecommunications company.

Directors of the Company with Terms to Expire at the 2013 Annual General Meeting of Shareholders

Each of the following eight Directors was originally appointed by the STT Shareholder Group as a Director on December 9, 2003 for an initial three-year term, and were subsequently reappointed to three-year terms in each of 2007 and 2010 respectively. The current three-year term expires at the 2013 Annual General Meeting of Shareholders.

Lodewijk Christiaan van Wachem—Mr. van Wachem has served as a Director of Global Crossing since December 2003. He was chairman of the board of directors of Zurich Financial Services from 1993 through April 2005 and was chairman of the supervisory board of Royal Philips Electronics N.V. from 1993 through March 2005. He became a director of Royal Dutch Shell Group in 1977, president in 1982 and chairman of the committee of managing directors in 1985. He served in that capacity until 1992, when he was appointed chairman of the supervisory board of the Royal Dutch Petroleum Company, a position he held through July 2002. Until 2002 he also served on the supervisory boards of Akzo Nobel, BMW and Bayer, as well as on the board of directors of International Business Machines Corp. He was also a member of the board of directors of ATCO (Canada) Ltd. (energy and logistics) from 1993 through 2009. Through his extensive business experience in leading and serving as a board member for numerous large and complex organizations, Mr. van Wachem brings valuable management, corporate governance and compliance insights to his role as Chairman of the Board. His deep experience with multinational organizations also provides a useful international perspective to our global operations.

Peter Seah Lim Huat—Mr. Seah has served as vice chairman of the Board of Directors of Global Crossing since December 2003. Since January 2005 he has been a member of the Temasek Advisory Panel of Temasek Holdings (Private) Limited (investment company) and since November 2004 he has been a Deputy Chairman of the board of directors of STT Communications Ltd. From December 2001 until December 2004 he was president and chief executive officer of Singapore Technologies Pte Ltd (“ST”) and also a member of its board of directors. Before joining ST in December 2001, he was a banker for the prior 33 years, retiring as vice chairman & chief executive officer of Overseas Union Bank in September 2001. Mr. Seah has been chairman of Singapore Technologies Engineering Ltd since 2002. He also has served on the boards of CapitaLand Limited since 2001, StarHub Ltd (“StarHub”) and STATS ChipPAC Ltd. since 2002 and LaSalle Foundation Limited since 2007. In addition, Mr. Seah has served on the boards of the DBS Bank Ltd and DBS Group Holdings Ltd since 2009. He also served on the boards of SembCorp Industries Ltd from 1998 to 2010, PT Indosat Tbk from 2002 to 2008, ST Telemedia from 2004 to 2010 and Bank of China Limited from 2006 to 2010. Mr. Seah’s service as chief executive of Overseas Union Bank and ST provides him with valuable business, leadership and management

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experience. His many years of experience in banking give him important insights into our capital structure and the capital markets. Mr. Seah’s experience on the board of directors of many non-U.S. companies also enables him to bring a global perspective to the Board, including best practices gained from other countries.

E.C. “Pete” Aldridge, Jr.—Mr. Aldridge has served as a Director of Global Crossing since December 2003. He has served on the boards of Lockheed Martin Corporation (systems integrator, information technology) and Alion Science and Technology Corporation (technology) since prior to 2006. From May 2001 until May 2003, Mr. Aldridge served as Under Secretary of Defense for Acquisition, Technology, and Logistics. In this position, he was responsible for all matters relating to U.S. Department of Defense acquisition, research and development, advanced technology, international programs, and the industrial base. Prior to this appointment, Mr. Aldridge served as chief executive officer of Aerospace Corporation from March 1992 through May 2001; president of McDonnell Douglas Electronic Systems from December 1988 through March 1992; and Secretary of the Air Force from June 1986 through December 1988. Mr. Aldridge has also held numerous other senior positions within the Department of Defense. Mr. Aldridge’s experience in managing and leading large and complex technology-focused organizations makes him familiar with many of the issues we face as a multinational telecommunications company. The insights he gained from his years of government experience also benefit us as we expand our business with governmental departments and agencies. Mr. Aldridge holds a U.S. security clearance and has been approved by the U.S. Government as a member of the Government Security Committee in accordance with the Network Security Agreement as described below under the caption “Board Meetings and Committees—Government Security Committee”.

Archie Clemins—Mr. Clemins has served as a Director of Global Crossing since December 2003. He has been, since January 2000, the owner and president of Caribou Technologies, Inc., an international consulting firm, and concentrates on the transition and integration of commercial technology to the government sectors, both in the United States and Asia. From 2008 to April 2011, he served as a Director of Cyalume Technology Holdings, Inc. In addition to serving on the boards of other technology, nonprofit and venture capital concerns, Mr. Clemins is a Venture/Limited Partner with Highway 12 Ventures. As an officer of the United States Navy from 1966 through December 1999, Mr. Clemins’ active duty service included command of the attack submarine USS Pogy (SSN-647), Commander, U.S. Seventh Fleet, and Admiral and the 28th Commander of the U.S. Pacific Fleet. Mr. Clemins’s U.S. Navy leadership positions give him a unique perspective on organizational management and allow him to bring to the Board insights on economic, government and foreign policy issues. His experience with technology companies gives him great familiarity with many of the types of issues that we face in our business as a telecommunications company. Mr. Clemins holds a U.S. security clearance and has been approved by the U.S. Government as a member of the Government Security Committee in accordance with the Network Security Agreement.

Donald L. Cromer—Mr. Cromer has served as a Director of Global Crossing since December 2003. Lieutenant General Cromer’s military career in the Air Force spanned 32 years. He retired in 1991 as the Commander of Space Division, Los Angeles, California (the satellite, missile and launch vehicle acquisition center for the Air Force). Following his retirement he joined Hughes Space and Communications Company and served as president from 1993 to 1998. He was the chairman of the board of trustees for the Aerospace Corporation from 2006 to 2008 and has been a member of the Corporation of Draper Laboratory, Inc. (a not-for-profit laboratory for applied research, engineering development, education, and technology transfer) since prior to 2006. He also has served on the boards of the Universal Space Network and Vadium, Inc. since prior to 2006. In addition, he previously served on the board of Innovative Intelcom Industries since prior to 2006 until 2008. He is currently a consultant to the U.S. Department of Defense, the United States Air Force, Booz Allen Hamilton Inc. (a strategy and technology consulting firm) and the Institute for Defense Analysis. Mr. Cromer’s many years of service in the Air Force provide him with valuable government experience that benefits us as we expand our business in the government sector. His significant experience in managing and leading large and complex technology organizations also lends him insight into the issues that we face in our business. Mr. Cromer holds a U.S. security clearance and has been approved by the U.S. Government as a member of the Government Security Committee in accordance with the Network Security Agreement.

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Richard R. Erkeneff—Mr. Erkeneff has served as a Director of Global Crossing since December 2003. He was, from October 1995 until August 2003, president and chief executive officer of United Industrial Corporation (“UIC”), a company focused on the design and production of defense, training, transportation and energy systems. Mr. Erkeneff also served as a director of UIC from October 1995 to May 2005. In addition, Mr. Erkeneff was chief executive officer of AAI Corporation (“AAI”), a wholly-owned subsidiary of UIC responsible for the design, manufacture, testing and support of advanced Tactical Unmanned Aerial Vehicles, from November 1993 until August 2003, and president of AAI from November 1993 to January 2003. Prior to joining AAI, Mr. Erkeneff held positions as senior vice president of the Aerospace Group at McDonnell Douglas Corporation, and president and executive vice president of McDonnell Douglas Electronics Systems Company. As a former chief executive officer, Mr. Erkeneff has extensive experience in strategic planning, operations, and management. He also possesses valuable financial experience as well as a deep understanding of the issues faced by technology companies. Mr. Erkeneff holds a U.S. security clearance and has been approved by the U.S. Government as a member of the Government Security Committee in accordance with the Network Security Agreement.

Lee Theng Kiat—Mr. Lee has served as a Director of Global Crossing since December 2003. He has been president and chief executive officer of ST Telemedia since 1994 and a director of STT Communications Ltd since 1998. He joined ST in 1985 and has held various senior ST positions including directorships in Legal and Strategic Business Development. In 1993, following ST’s decision to enter the telecommunications sector, Mr. Lee spearheaded the creation of ST Telemedia as a new business area for ST. Mr. Lee, a lawyer by training, began his career as an officer of the Singapore Legal Service, remaining with that entity for more than eight years. Mr. Lee also has served on the board of directors of several publicly listed companies including StarHub and TeleChoice International Limited since 1998. In addition, he previously served on the boards of Equinix, Inc. from 2002 to 2005, PT Indosat Tbk from 2002 to 2008 and Global Voice Group Limited from 2000 to 2006. Mr. Lee brings to the Board extensive business, operating, legal and policy experience, and his leadership role at many non-U.S. companies brings an international perspective that adds diversity to the deliberations of the Board. His significant leadership experience in the telecommunications industry is particularly valuable to the Company.

Robert J. Sachs—Mr. Sachs has served as a Director of Global Crossing since December 2003. He has been a principal of Continental Consulting Group, LLC, a Boston, Massachusetts based consulting firm serving the cable television industry, since February 2005, having previously held that same position from January 1998 through July 1999. From August 1999 through February 2005, Mr. Sachs was president and chief executive officer of the National Cable & Telecommunications Association (NCTA), the principal trade association of the cable industry in the United States, representing cable television operators, program services, and equipment and service providers. Prior to co-founding Continental Consulting Group in 1998, Mr. Sachs served in various legal and executive capacities for Continental Cablevision, Inc. and its successor, MediaOne, for 18 years. Mr. Sachs has served as a director of StarHub since 2006, a Singapore cable television and mobile telephone company in which ST Telemedia holds a control position. Mr. Sachs also has served as a director of Big Band Networks, Inc. since 2006, a supplier of hardware and software technology to the cable and telephone industries. In addition, Mr. Sachs has served as a trustee of the Dana-Farber Cancer Institute since 1998 and WGBH Educational Foundational since 2005 and a director of the National Coalition for Cancer Survivorship since 2002. Mr. Sachs brings valuable business, leadership and management experience to the Board. He also brings a strong legal and regulatory background and deep knowledge of the cable business, which is an important market within the overall telecommunications industry.

Executive Committee Members

Steven T. Clontz—Mr. Clontz has served as a member of the Executive Committee of Global Crossing since December 2003. Mr. Clontz has been Senior Executive Vice President for North America and Europe of ST Telemedia since January 2010. He was chief executive officer of StarHub from 1999 to 2009, and has served as a director of StarHub since 1999. From December 1995 through December 1998, Mr. Clontz served as chief

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executive officer, president and a director of IPC Information Systems, based in New York City. Prior to that, Mr. Clontz worked at BellSouth International, joining in 1987 and holding senior executive positions of increasing responsibility, serving the last three years as president Asia-Pacific. Mr. Clontz has served as a director of InterDigital, Inc. since 1998 and Equinix since 2005. Mr. Clontz began his career as an engineer with Southern Bell in 1973.

Jeremiah D. Lambert—Mr. Lambert has served as a member of the Executive Committee of Global Crossing since December 2003 and served the Company’s predecessor as co-chairman of the Board, chaired its audit committee and special committee on accounting matters, and also served as a member of its compensation committee until December 2003. A Global Crossing director since April 2002, Mr. Lambert served as chairman of the board of directors of the Company’s former subsidiary, Asia Global Crossing, Ltd. (“Asia Global Crossing”), from September 2002 through March 2003. As a founder and partner of the Law Offices of Jeremiah D. Lambert, a Washington D.C. law firm, Mr. Lambert is a nationally known lawyer whose practice has focused on corporate clients in regulated industries, including those in the electricity, natural gas and telecom sectors. Mr. Lambert served as a senior partner in Shook, Hardy & Bacon L.L.P. from December 1997 until April 2002, when he withdrew to join the Company’s predecessor’s board of directors. Prior to that date, Mr. Lambert was the co-founder and chair of Peabody, Lambert & Meyers, P.C., a law firm in Washington, D.C. Mr. Lambert began his legal practice at Cravath, Swaine & Moore in New York City and is a frequent lecturer and author on legal topics.

John J. Legere—Mr. Legere has been chief executive officer of Global Crossing since October 2001 and has served as a member of the Executive Committee of the Board since December 2003. He also served as a director of the Company’s predecessor from October 2001 through December 2003. He served as president and chief executive officer of Asia Global Crossing from February 2000 until January 2002. Mr. Legere has two decades of experience in the telecommunications industry. Prior to joining Asia Global Crossing, he was senior vice president of Dell Computer Corporation and president for Dell’s operations in Europe, the Middle East and Africa from July 1999 until February 2000, and president, Asia-Pacific for Dell from June 1998 until June 1999. From April 1994 to November 1997, Mr. Legere was president and chief executive officer of AT&T Asia/Pacific and spent time also as head of AT&T Global Strategy and Business Development. From 1997 to 1998, he was president of worldwide outsourcing at AT&T Solutions.

Other Executive Officers of the Company

Héctor R. Alonso—Mr. Alonso has served as managing director—Latin America since May 2007, after Global Crossing’s acquisition of Impsat Fiber Networks, Inc. As managing director, Mr. Alonso oversees Global Crossing’s strategy and operations across Latin America. His responsibilities include leading the region in achieving its business goals and ensuring that Global Crossing’s operations in Latin America are closely aligned with the global organization. Prior to the acquisition by Global Crossing, Mr. Alonso served as chief financial officer of Impsat, in which capacity he was responsible for finance, administration, planning, human resources and information management systems. Prior to becoming chief financial officer in June 2002, Mr. Alonso served as Impsat’s chief operating officer in Latin America and the U.S. and president of its Colombian operations. Prior to his tenure at Impsat, Mr. Alonso was managing director of Lime S.A., a waste management company in Colombia, and held other key positions in the Pescarmona group of companies.

Omar A. Altaji—Mr. Altaji was named managing director—worldwide carrier services in May 2009, and he is responsible for the overall leadership and strategic direction for the voice, data, and infrastructure services business globally. He was previously executive vice president and global head of worldwide carrier services from May 2008 until May 2009 and was also senior vice president of the Global Partner Program (GPP), managing and overseeing all aspects of the program since its inception. Mr. Altaji joined Global Crossing in 2000 as vice president, responsible for Latin America and Caribbean region carrier sales in Mexico, Central America, and the Caribbean.

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Neil Barua—Mr. Barua was named managing director—North America in May 2009. As managing director, Mr. Barua oversees Global Crossing’s profitability and growth of Global Crossing’s North America region. He was previously executive vice president of North America enterprise sales and collaboration services from January 2009 until May 2009. Prior to that, he was chief administrative officer of Global Crossing from January 2007 until January 2009, leading the office of the chief executive officer and human resources department. Mr. Barua has previously served in many capacities at Global Crossing since 2000, including as a regional sales vice president from December 2005 through January 2007, vice president conferencing from November 2003 until December 2005 and general manager of conferencing from March 2003 through October 2003. Prior to joining Global Crossing, Mr. Barua was a New York City based investment banker at Merrill Lynch in the firm’s global telecommunications group.

David R. Carey—Mr. Carey has served as chief marketing officer of Global Crossing since January 2009, overseeing Global Crossing’s marketing organization globally, including development, positioning and management of products and services, pricing, strategic marketing and market development. He was most recently executive vice president, strategy and corporate development of Global Crossing from November 2003 until January 2009 and has been corporate ethics officer since June 2008. From March 2002 through November 2003, Mr. Carey served as executive vice president, enterprise sales, where he was responsible for overseeing all sales and marketing activities relating to our enterprise customers. From September 1999 through March 2002, Mr. Carey served in numerous capacities at Global Crossing, including senior vice president-operations planning from January 2002 through March 2002; senior vice president-network planning and development, from December 2000 through January 2002; senior vice president-business and network development from January 2000 through December 2000; and senior vice president-business development from September 1999 through January 2000. Before Global Crossing’s acquisition of Frontier Corporation (“Frontier”) in September 1999 (the “Frontier Acquisition”), Mr. Carey served as senior vice president, marketing and chief marketing officer for Frontier’s business lines from October 1997 through September 1999. Prior to that, Mr. Carey spent seven years in the energy industry, serving as president & chief executive officer of LG&E Natural Inc., and various executive positions at Louisville Gas and Electric Company, both subsidiaries of LG&E Energy Corp. based in Louisville, Kentucky. Mr. Carey began his career with AT&T. During his 15 years there, he held a wide range of executive positions in marketing, sales, operations and personnel.

Anthony D. Christie—Mr. Christie was named chief information officer and chief technology officer in May 2009. Mr. Christie is responsible for the development, implementation and operation of a global technology and IT strategy in collaboration with key Global Crossing stakeholders, customers and partners. He was previously managing director, Global Crossing UK from March 2007 and managing director, Europe from April 2007 until May 2009, respectively. Mr. Christie has served as executive vice president from November 2003 and was chief marketing officer of Global Crossing from November 2003 through March 2007. From February 2002 through November 2003, Mr. Christie served as senior vice president, global product management, having previously served as senior vice president, business integration and strategic planning from November 2001. Prior to joining Global Crossing, Mr. Christie was vice president, business development and strategic planning for Asia Global Crossing from March 2000 through October 2001. Prior to joining Asia Global Crossing, Mr. Christie was general manager and network vice president at AT&T Solutions from November 1999 through March 2000, having also held the position of Global Sales and Operations vice president in AT&T’s outsourcing division from June 1998 through November 1999. From June 1997 through June 1998, Mr. Christie was a Sloan Fellow at MIT. Prior thereto, Mr. Christie held positions in AT&T’s International Operations Division that included an assignment as the regional managing director for the Consumer Markets Division in Asia.

Daniel J. Enright—Mr. Enright has served as executive vice president, operations since June 2003. In this role, Mr. Enright is responsible for Global Crossing’s network planning, architecture, engineering, customer service and operations. Over the past eight years at various points in time, certain functional units have been part of global operations including information technology, service delivery and customer experience reengineering. Mr. Enright has also been executive champion of our company wide employee engagement initiative since 2005 and is a current member of our corporate development council and North America employee benefits committee.

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Mr. Enright has held other positions at Global Crossing, including senior vice president—global network engineering and operations from March 2002 through June 2003; vice president—global service operations from June 2001 through March 2002; vice president North America engineering and field operations from July 2000 through June 2001; and vice president—North America network and field operations from April 1999 through July 2000. Mr. Enright joined Global Crossing following the Frontier Acquisition, where he had served since October 1996 as vice president for network operations and service provisioning. In that role, he led the network operations and service provisioning team during the deployment of Frontier’s nationwide fiber-optic network. Prior to Frontier, Mr. Enright held various engineering, operations, service and staff positions at Highland Telephone and Rochester Telephone.

Edward T. Higase—Mr. Higase was named managing director—EMEA in May 2009. As managing director, Mr. Higase oversees Global Crossing’s strategy and operations across the European, Middle Eastern and African regions. He was previously executive vice president and chief customer experience officer of Global Crossing from June 2008 until May 2009. He was also previously executive vice president, worldwide carrier services of Global Crossing from September 2004 to February 2008 and was executive vice president, carrier sales and marketing of Global Crossing from January 2002 to September 2004. Mr. Higase previously served as president, carrier services for Asia Global Crossing from August 2000 to December 2001. Prior to Asia Global Crossing, Mr. Higase was corporate director and general manager from November 1999 to August 2000 of the medium-size business Corporate Accounts Division for Dell Computer Corporation in Japan. Prior to this assignment, he served as corporate director, Dell Online for Asia Pacific from August 1998 to November 1999, where he led the growth of Internet-based transactions in the Asia Pacific Region. Mr. Higase began his career with AT&T in Japan. During his nine years with that company, he held a wide range of senior and executive positions in marketing, sales, and business management across AT&T’s business markets division, consumer markets division, outsourcing unit, and the international business unit.

Robert Klug—Mr. Klug has served as chief accounting officer of Global Crossing since December 2005. Previously, he held senior roles in the Company’s finance department including vice president, cost of access finance from June 2004 through December 2005, vice president, financial operations from September 2001 through June 2004, chief financial officer Americas from December 2000 through September 2001, chief financial officer, subsea operations from December 1998 through December 2000 and chief accounting officer from 1997 through December 1998. Prior to joining Global Crossing, Mr. Klug spent eight years as an auditor with PricewaterhouseCoopers.

John A. Kritzmacher—Mr. Kritzmacher has served as executive vice president and chief financial officer of Global Crossing since October 2008. Mr. Kritzmacher served as chief operating officer of the Services Business Group at Alcatel-Lucent from 2007 to September 2008. He was chief financial officer of Lucent Technologies Inc. from 2006 until the merger of Lucent Technologies with Alcatel SA, now known as Alcatel-Lucent. He served in various other capacities during his ten-year tenure at Lucent Technologies, including senior vice president and corporate controller from 2001 to 2005, vice president, Lucent Planning and Business Analysis from 2000 to 2001, vice president, finance and general manager, Switching Solutions Group from 1997 to 2000, and business planning director from 1996 to 1997. Mr. Kritzmacher began his career at AT&T Bell Laboratories and, later, AT&T Network Systems. He has served as a director of InterDigital, Inc., a designer and developer of advanced digital wireless technologies for use principally in digital cellular and IEEE 802 related products, since June 2009.

John B. McShane—Mr. McShane has served as executive vice president and general counsel of Global Crossing since March 2002. Mr. McShane oversees and manages all of our legal matters. Mr. McShane also serves as the chairman of the board of directors of Global Crossing (UK) Telecommunications Ltd. Mr. McShane joined Global Crossing in February 1999 as our European assistant general counsel where he oversaw and managed legal affairs for the European region, including the build out of our PEC network. As assistant general counsel he also had responsibility for the oversight of worldwide sales and telecommunications network outsourcing transactions for Global Crossing’s Solutions business unit and major vendor supply agreements.

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Prior to joining Global Crossing, Mr. McShane spent twelve years at several international law firms, including positions as an associate at Simpson Thacher & Bartlett from 1987 through 1996 and as senior counsel at Shearman and Sterling, Cadwalader, Wickersham & Taft, and Brown & Wood, where his main focus was on representing major commercial banks, financial institutions and corporations in connection with a broad range of their corporate, commercial and financing activities.

John R. Mulhearn, Jr.—Mr. Mulhearn has served as executive vice president, global access management since June 2005, previously serving as senior vice president, global wholesale voice and access management from October 2004 through December 2006. He is accountable for securing agreements and managing the cost structure for all global long haul and local access (switched and special) capabilities in support of Global Crossing’s carrier and enterprise customer segments, as well as for network infrastructure requirements. Previously he served as senior vice president of global access management from May 2002 until September 2004, vice president, global access management from March 2002 until May 2002, vice president North America carrier relations from June 2001 through March 2002 and vice president operations from March 2000 through June 2001. Prior to joining Global Crossing, Mr. Mulhearn previously worked for 28 years at AT&T. During his tenure at AT&T, he held positions in sales, marketing, operations, regulatory, outsourcing and human resources. In 1993, he took an assignment in Canada to work for Unitel Communications Inc. (partially owned by AT&T) as senior vice president of sales and marketing. In that role, Mr. Mulhearn was responsible for government, national and regional commercial accounts.

Laurinda Y. Pang—Ms. Pang was named senior vice president—human resources in May 2009. She is responsible for the leadership of all aspects of the human resources program. She was previously vice president of customer experience re-engineering from August 2007 until May 2009 and was vice president, investor relations from September 2004 to August 2007. In addition, she served as the CEO’s chief of staff and vice president of operations and has held leadership roles of increasing responsibility in product management, sales and sales operations.

John A. Sutton—Mr. Sutton has served as executive vice president and general manager, federal sector since June 2010. Mr. Sutton is responsible for focusing the global resources of Global Crossing to better serve government customers. Prior to joining Global Crossing, Mr. Sutton was senior vice president of the Defense and Intelligence Business Unit in the Mission, Cyber and Technology Group of ManTech International, Inc. from January 2007 to May 2010. In that position, he led the strategic planning, execution, growth and diversification program for a varied portfolio of customers across defense and intelligence agencies. Mr. Sutton was senior vice president of advanced programs at McDonald Bradley, Inc. from March 2004 to January 2007 when ManTech International acquired McDonald Bradley. Prior to joining McDonald Bradley, Mr. Sutton was vice president of uniformed services at Integic Corporation from November 2002 to February 2004. He also served six years with AT&T Government Solutions, including as vice president and general manager of its Applied Technologies Group in its GRC International unit from July 1996 to October 2002. Earlier in his career, Mr. Sutton served with PRC Inc. for 10 years in Department of Defense program management after five years as a ship’s officer in the U.S. Merchant Marine.

As noted above, Messrs. Legere, Christie and Higase were executive officers of Asia Global Crossing, which filed for bankruptcy protection in November 2002, prior to joining the Company. Mr. Legere was chief executive officer the Company’s predecessor when it filed for bankruptcy protection in January 2002. Mr. Alonso was chief financial officer of Impsat Fiber Networks, Inc. when it filed for bankruptcy protection in June 2002.

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BOARD MEETINGS AND COMMITTEES

The Board and its various Committees met numerous times during 2010. The Board held eleven meetings, six of which were telephonic and five of which were “in-person.” The Audit Committee met nine times, with four telephonic and five “in-person” meetings. The Compensation Committee met six times, with one telephonic and five “in-person” meetings. The Government Security Committee met five times, all of which were “in-person” meetings. The Nominating and Corporate Governance Committee held one “in-person meeting” and the Executive Committee did not meet in 2010. Each individual who was a Director during 2010 attended seventy-five percent (75%) or more of the aggregate meetings of the Board and of the committees of the Board on which he served, except for Mr. Aldridge, who attended seventy-two percent (72%) of such meetings.

As a general matter, we expect and require all of our Directors to attend our annual meeting of shareholders. Nine of our Directors attended our 2010 annual shareholder meeting.

We adopted an ethics policy that applies to all of our Directors, officers (including the CEO and the CFO) and employees. The policy, together with the charters of our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Executive Committee and Government Security Committee, can be found on our website at www.globalcrossing.com, or can be mailed to shareholders upon written request to our Secretary at Wessex House, 1^st Floor, 45 Reid Street, Hamilton HM12, Bermuda. If a waiver of our ethics policy is granted to any of our Directors or executive officers, such waiver will be posted on our website within five days of that waiver being granted.

Director Independence. In light of the STT Shareholder Group’s majority ownership of the voting power for the election of directors as set forth in this proxy statement under the caption “Security Ownership—Certain Beneficial Owners,” we are a “controlled company” as defined in the NASDAQ rules. As such, we are not required to comply with NASDAQ rules that require listed companies to have a majority of independent directors or nominating and compensation committees composed entirely of independent directors or to have written charters for certain committees addressing specified matters. At such time as we are no longer a “controlled company,” if ever, we will amend our bye-laws and committee charters, if necessary, and change the composition of our committees to ensure compliance with these NASDAQ requirements. As mentioned above, each of our committees has a charter, and the Board has determined that each of our Audit Committee members (Messrs. Rescoe, Aldridge, Erkeneff and Macaluso) satisfies the independence requirements of the NASDAQ rules.

The five standing committees of the Board are the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Executive Committee and the Government Security Committee. These committees are described in the following paragraphs.

Audit Committee

The Audit Committee consists of Messrs. Rescoe (chairman), Aldridge, Erkeneff and Macaluso, all of whom satisfy the independence and other qualification requirements of the NASDAQ rules. The Board has determined that Mr. Rescoe, the committee’s chairman, is an “audit committee financial expert” as defined in applicable Securities and Exchange Commission (the “Commission”) rules. The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibility for the integrity of the Company’s financial reports. To carry out this purpose, the Audit Committee oversees: (A) management’s conduct of the Company’s financial reporting process, including the integrity of the financial statements and other financial information provided by the Company to governmental and regulatory bodies, to shareholders and other security holders, or to other users of such information, (B) the Company’s compliance with legal and regulatory requirements that may have a material impact on the Company’s financial statements, (C) the appointment, qualifications (including independence), compensation and performance of the Company’s independent registered public accounting firm and the quality of the annual independent audit of the Company’s financial statements, (D) the performance of the Company’s internal audit function and management’s establishment and application of the

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Company’s systems of internal accounting and financial controls and disclosure controls, and (E) the adequacy of and adherence to (including any waivers granted to executive officers from adherence to) the Company’s code of business conduct and ethics, and such other matters as are incidental thereto. The Audit Committee also carries out other functions from time to time as assigned to it by the Board.

In carrying out its purpose, the goal of the Audit Committee is to serve as an independent and objective monitor of the Company’s financial reporting process and internal control systems, including the activities of the Company’s independent registered public accounting firm and internal audit function, and to provide an open avenue of communication with the Board for, and among, the independent registered public accounting firm, internal audit operations and financial and executive management.

Report of the Audit Committee

Management is responsible for the preparation of the Company’s financial statements and the independent registered public accounting firm is responsible for examining those statements. In connection with the preparation of the December 31, 2010 financial statements, the Audit Committee (1) reviewed and discussed the audited financial statements with management; (2) discussed with the independent registered public accounting firm the matters required to be discussed under generally accepted auditing standards, including Statement on Auditing Standards No. 61 (as the same may be amended or supplemented); and (3) received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding such firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the firm’s independence.

Based upon these reviews and discussions, the Audit Committee recommended, and the Board of Directors approved, that the Company’s audited consolidated financial statements be included in the annual report on Form 10-K for the fiscal year ended December 31, 2010, for filing with the Commission. The Audit Committee also selected Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2011, subject to the rights of the shareholders under Bermuda law to appoint the auditors at the annual meeting.

THE AUDIT COMMITTEE

Michael Rescoe, Chairman

E.C. “Pete” Aldridge, Jr.

Richard R. Erkeneff

Charles Macaluso

Principal Accounting Firm Fees

The following table sets forth the fees billed to the Company for the fiscal years ended December 31, 2010 and 2009 by our present principal independent registered public accounting firm, Ernst & Young LLP:

Pursuant to paragraph (c)(7)(i)(B) of Rule 2-01 of Commission Regulation S-X, the Audit Committee has adopted a pre-approval policy pursuant to which the committee delegated to its chairman the authority to approve in advance audit or non-audit services to be performed by the Company’s independent registered public accounting firm. The chairman and management are required to report any such pre-approval decision to the Audit Committee at its next scheduled meeting.

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Compensation Committee

The Compensation Committee consists of Messrs. Seah (chairman), Clemins, Lee and Sachs. The primary purpose of the Compensation Committee is to discharge certain responsibilities of the Board related to the compensation of the Company’s “key employees” (as defined by the committee) and related matters. In fulfilling this purpose, the Compensation Committee performs the following functions:

The Compensation Committee may form and delegate any of its responsibilities to a subcommittee so long as such subcommittee is solely comprised of members of the Compensation Committee (provided that responsibilities in respect of the administration of the Company’s employee benefit plans may be delegated to a subcommittee including or consisting of management personnel) and includes a member who is also a member of the Government Security Committee, unless the issues addressed by such subcommittee in no respect address or affect the obligations of the Company under the Network Security Agreement (as described below), in which case such subcommittee need not include a member who is also a member of the Government Security Committee.

We review annually the overall compensation philosophy and policies for executive officers. Management assists the Compensation Committee in their oversight of the compensation of the key employees. The CEO works with the Human Resources Department and Meridian Compensation Partners LLC (formerly part of Hewitt Associates, “Meridian”), the outside compensation advisor of the Compensation Committee, to make recommendations on each key employee’s compensation (excluding his own). The Compensation Committee has sole authority to retain or terminate the outside advisor to assist with compensation matters. The Compensation Committee’s instructions to Meridian included the following:

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In 2010, Meridian participated in all scheduled Compensation Committee meetings, provided reports on competitive market compensation information, provided comment on considered compensation actions, and assisted in the design of various program enhancements.

After reviewing the recommendations made to the Compensation Committee and consulting with the outside advisor, the Committee makes its final recommendations to the Board regarding compensation of all executive vice presidents and the CEO.

Risks Related to Compensation Policies

As part of its oversight of the Company’s executive compensation program, the Compensation Committee considers the impact of the Company’s executive compensation program, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. The Compensation Committee, which is comprised entirely of non-management directors, seeks to avoid compensation arrangements that could encourage inappropriate or excessive risk taking. We believe that our compensation program makes a balanced use of short-term cash compensation with long-term, share-based compensation that is intended to correlate with increases in long-term shareholder value. Although each non-sales employee is eligible to receive a cash bonus under our annual incentive program, the Compensation Committee and Board retain significant discretion regarding the payment of a bonus under the program. This discretion gives these bodies an opportunity to avoid rewarding inappropriate behavior or excessive risk-taking after taking into account the overall context of our results during the year and our financial position at the time of payout. In addition, the approximately three-year vesting schedule for our RSUs serves as an incentive for our Named Executive Officers and other recipients of these awards to remain with us and to focus their efforts on all elements of our performance that influence long-term common share price appreciation. We believe that these vesting requirements encourage our executives and other participants in our long-term incentive program to maintain a long-term perspective and avoid short-term actions that are to our long-term detriment. Long-term incentive grants are made at a meeting that is scheduled well in advance as part of the Compensation Committee’s annual calendar. Based on our review of our compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, we have concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.

Compensation Committee Interlocks and Insider Participation

Messrs. Seah, Clemins, Lee and Sachs serve on the Compensation Committee of the Board of Directors. None of these individuals had any relationships with the Company requiring disclosure under Commission rules. Mr. Seah is a member of the Temasek Advisory Panel of Temasek Holdings (Private) Limited and a member of the board of directors of STT Communications Ltd, a wholly owned subsidiary of ST Telemedia. Mr. Lee is president and chief executive officer of ST Telemedia. Temasek Holdings, ST Telemedia and STT Communications Ltd are all indirect parent entities of the Company. Mr. Sachs is a director of StarHub, a Singapore cable television and mobile telephone company in which ST Telemedia holds a control position. See “Certain Relationships and Related Transactions—Commercial Relationships Between the Company and ST Telemedia” for a description of certain relationships between the Company and ST Telemedia.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (the “Nominating Committee”) consists of Messrs. van Wachem (chairman), Cromer, Lee and Sachs. The Nominating Committee assists the Board in fulfilling its responsibility to the shareholders by (i) identifying individuals qualified to serve as directors and recommending that the Board support the selection of the nominees for all directorships, whether such directorships are filled by the Board or the shareholders, (ii) developing and recommending to the Board a set of corporate governance guidelines and principles and (iii) reviewing, on a periodic basis, the overall corporate governance of the Company and recommending improvements when necessary. Our corporate governance guidelines can be found on our website at www.globalcrossing.com or can be mailed to shareholders upon written request to our Secretary at Wessex House, 1^st Floor, 45 Reid Street, Hamilton HM12, Bermuda.

The Nominating Committee has the direct responsibility for the appointment, termination, compensation and oversight of search firms and recruitment consultants, if any, retained by the Company to identify and recruit new members of the Board. The Nominating Committee establishes the standards and process for the selection of individuals to serve on the Board consistent with the terms of the Network Security Agreement (as described below) and the Company’s bye-laws. The Nominating Committee may consider all factors it deems relevant, including sound judgment, business specialization, technical skills, diversity and the extent to which the candidate would fill a present need on the Board. Subject to the designation rights in the Company’s bye-laws, the Nominating Committee reviews each current member of the Board and determines or recommends to the full Board, whether such director should stand for re-election.

Although the Nominating and Corporate Governance Committee does not have a formal diversity policy, it believes that diversity is an important factor in determining the composition of the Board. The Committee’s evaluation of Director nominees takes into account their ability to contribute to the diversity of background, experience, skills and perspectives represented on the Board, with the objective of assembling a group that can best drive the success of the business and represent shareholder interests.

Executive Committee

The Executive Committee consists of Messrs. Lee (chairman), Aldridge, Clontz, Lambert, Legere, and Macaluso. The Executive Committee has the power to exercise all the powers of the Board when exigencies or practical considerations prevent the convening of the full Board in a timely manner, subject to such limitations as the Board and/or applicable law may from time to time impose. In addition, the Committee may meet to review and discuss the strategic direction of and major developments at the Company, and may advise and make recommendations to management and the Board relating to such matters.

Government Security Committee

The Government Security Committee consists of Messrs. Aldridge (chairman), Cromer, Clemins and Erkeneff. The Government Security Committee discharges those responsibilities related to the security of the Company’s domestic United States operations as are required of the Government Security Committee or its individual members pursuant to the terms of the Network Security Agreement, dated as of September 24, 2003, as amended by Amendment 1 to the Network Security Agreement, dated as of February 1, 2007 (as amended, the “Network Security Agreement”), among the Company, ST Telemedia, the Federal Bureau of Investigation, the United States Department of Justice, the Department of Defense, and the Department of Homeland Security. The Network Security Agreement and Amendment 1 thereto, a copy of which is included as an exhibit to our 2002 annual report on Form 10-K and our 2007 annual report on Form 10-K, respectively, establishes processes and procedures to ensure the security of our U.S. network assets, which include transmission and routing equipment, switches and associated operational support systems and personnel (referred to in the Network Security Agreement as the “Domestic Communications Infrastructure”). The Committee is comprised solely of Directors who are U.S. citizens who, if not already in possession of U.S. security clearances, must apply for U.S. security clearances pursuant to Executive Order 12968 immediately upon their appointment to the Government Security Committee.

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Board Leadership Structure

It is the policy of the Board that the position of Chairman of the Board not be held by a member of Company management, except in unusual circumstances. The Board believes that shareholders are best served by separating the roles of the Chairman of the Board and the chief executive officer. The Board believes that this allows the chief executive officer of the Company to focus his time and effort on effectively running the Company and leading his management team while the Chairman can focus on leading the Directors in providing independent oversight of management goals and performance.

Board Role in Risk Oversight

Our Board has the overall responsibility of overseeing the risk management efforts of the Company as carried out by our management. Under its charter, the Audit Committee is charged with the responsibility to oversee and review certain aspects of the management of our major financial risk exposures, including, among other things, overseeing management’s conduct of the Company’s financial reporting process, the Company’s compliance with legal and regulatory requirements that may have a material impact on the Company’s financial statements, and the performance of the Company’s internal audit function and management’s establishment and application of the Company’s systems of internal accounting and financial controls and disclosure controls. As part of its oversight of the Company’s executive compensation program, the Compensation Committee overseas the management of the risks associated with the Company’s compensation programs. See the section entitled “Risks Related to Compensation Policies” on page 16. The Government Security Committee overseas the management of the risks related to the security of the Company’s domestic U.S. operations, as is required of the Government Security Committee or its individual members pursuant to the terms of the Network Security Agreement.

While the Board and its committees oversee the Company’s overall risk management, our management is responsible for the day-to-day risk management processes. Management reports to the Board and the Audit Committee on a regular basis regarding any material risks and the proposed response to managing those risks. Each functional area within the Company, including, among others, legal, tax, finance and operations, has day-to-day responsibility for the management of risks that arise in their respective areas of responsibility. In addition, our Internal Audit department performs annual risk assessments to define the scope of the evaluation of the effectiveness of our internal control over financial reporting, as required by the Sarbanes-Oxley Act of 2004, and the annual audit plan that is approved by the Audit Committee.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and approval of related person transactions

We review all transactions in which the Company participates and in which our Directors and executive officers or their immediate family members or beneficial owners of more than 5% of any class of our voting securities are participants to determine whether such persons have a direct or indirect material interest. As required under Commission rules, such transactions where the amount involved $120,000 are disclosed in our proxy statement. In addition, as required by the Audit Committee Charter, the Audit Committee reviews and approves or ratifies any related person transaction that is required to be disclosed. Under our bye-laws, a Director generally may not vote on any matter in which he has any material interest, although he may be counted in the quorum at the related meeting.

Commercial and other relationships between the Company and ST Telemedia

During this past year, we provided approximately $1.0 million of telecommunications services to subsidiaries and affiliates of ST Telemedia. Further, during this past year we received approximately $7.5 million of co-location services from affiliates of ST Telemedia. We also purchased approximately $0.9 million of capital equipment from an affiliate of ST Telemedia. Additionally, during this past year, we accrued dividends of $3.6 million related to the Senior Preferred Shares held by a subsidiary of ST Telemedia.

ST Telemedia may cause us to register sales of its common shares, Senior Preferred Shares and all common shares or other securities which may be acquired upon the conversion of the Senior Preferred Shares, at any time.

Messrs. Lee, Seah, and Sachs, who are members of our Board of Directors, and Mr. Clontz, who is a member of our Executive Committee, are directors and officers of certain entities within the STT Shareholder Group. For further details, please see their individual biographies in the section entitled “Directors and Executive Officers”.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board consists of ten members, all of whom assumed their positions as directors and committee members on December 9, 2003. Eight members were appointed by STT Crossing Ltd., our majority shareholder (“STT Crossing”), which is a member of the STT Shareholder Group. Each Director appointed by the STT Shareholder Group has a term of three years unless earlier removed by the STT Shareholder Group. The three-year term of the STT Shareholder Group Directors expires at the 2013 Annual General Meeting of Shareholders. The terms of the remaining two Directors, Charles Macaluso and Michael Rescoe, are scheduled to expire at this year’s annual meeting, and they have been nominated by the Board of Directors for re-election for a one-year term expiring at the 2012 Annual General Meeting of Shareholders.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE

RE-ELECTION AS DIRECTORS OF THE NOMINEES LISTED ABOVE.

Except where otherwise instructed, proxies will be voted for election of each of the nominees. Should either nominee be unwilling or unable to serve as a Director, which is not anticipated, it is intended that the persons acting under the proxy will vote for the election of another person designated by the Board.

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PROPOSAL NO. 2

APPROVAL OF THE REDUCTION OF GLOBAL CROSSING LIMITED’S

SHARE PREMIUM ACCOUNT BY TRANSFERRING US$1.2 BILLION TO THE COMPANY’S

CONTRIBUTED SURPLUS ACCOUNT, EFFECTIVE ON THE DATE OF THE 2011 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Our Board of Directors has recommended and is seeking shareholder approval to reduce the Company’s share premium account by transferring US$1.2 billion to its contributed surplus account, effective on the date of the 2011 annual general meeting of shareholders.

Under the Companies Act 1981 of Bermuda, as amended (the “Bermuda Companies Act”), when a company issues shares, the aggregate paid in par value of the issued shares comprises a company’s share capital account. When shares are issued at a premium, meaning that the actual sum paid for a common share or a preferred share exceeds the par value of that share, the amount paid in excess of the par value must be allocated to a capital account called the “share premium account.” The Bermuda Companies Act requires shareholder approval prior to any reduction of the share capital or share premium account. Where a company has received shareholder capital that is not related to shareholder purchases or subscription, Bermuda law provides that a company must maintain a contributed surplus account, where the company must allocate, among other things, such contributed sums. These “accounts” are figures we record in our books and records and do not represent cash on deposit.

Our largest shareholder, a subsidiary of ST Telemedia, currently is the holder of 18,000,000 Senior Preferred Shares. The Senior Preferred Shares were issued to ST Telemedia on December 9, 2003 and accumulate dividends at the rate of 2% per annum. Those dividends are payable in cash after the Company and its subsidiaries have, on a consolidated basis, achieved cumulative operating earnings before interest, taxes, depreciation and amortization (calculated in accordance with the certificate of designations for the Senior Preferred Shares) of $650 million or more since December 9, 2003, as demonstrated in audited consolidated financial statements. This target was achieved during 2010, and, subject to shareholder approval of this proposal, it is anticipated that the Company will pay accumulated preferred dividends on the Senior Preferred Shares of approximately $26 million on or after June 15, 2011 and will thereafter pay regular quarterly dividends on such shares. However, the Company’s ability to pay dividends is subject to Bermuda law restrictions.

Under Bermuda law, dividends may only be paid out of accumulated earnings or contributed surplus. In light of our $1.938 billion accumulated earnings deficit as of December 31, 2010, for the foreseeable future any dividends to be declared by our Board would need to be paid out of contributed surplus, $1.2 billion of which will be created if this proposal is approved by the shareholders. However, Bermuda law prohibits us from using contributed surplus for dividends or distributions unless we satisfy both of two tests related to the solvency of the Company both at the time of the declaration and at the time of the payment of the dividend or distribution (the “Solvency Tests”). The first Solvency Test requires that we do not have reasonable grounds for believing either that we are, or will after the payment be, unable to pay our liabilities as they become due. The second Solvency Test requires that we do not have reasonable grounds for believing that the realizable value of our assets would thereby be less than the aggregate of our liabilities and our issued share capital and share premium accounts. A high share premium account therefore reduces our Board’s ability to declare and pay dividends. As of December 31, 2010, we had approximately $1.257 billion in our share premium account. If this proposal is approved by the shareholders, the share premium account will be reduced by $1.2 billion to $57 million, and it will increase the Board’s ability to declare and pay dividends, including dividends on our Senior Preferred Shares. The Board will make a determination as to whether both Solvency Tests are satisfied both at the time of the declaration and at the time of the payment of dividends.

In order for the Company to satisfy its obligation to pay dividends on our Senior Preferred Shares, the Board has determined that it is in the best interests of the Company to reduce the share premium account by transferring $1.2 billion from that account to the Company’s contributed surplus account, effective on the date of the 2011

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annual general meeting of shareholders. Such transfer will also increase our flexibility to declare and pay dividends or make distributions on our common shares, although the Board has does not anticipate doing so for the foreseeable future. This proposed reduction of our share premium account and reallocation to our contributed surplus account must be advertised in the official gazette and requires the approval of our shareholders to be effective. Under Bermuda law and the Company’s bye-laws, distributions from our contributed surplus account, however, may be approved and made, subject to the Solvency Tests, by the Board of Directors without any need for shareholder approval. Assuming that our shareholders vote in favor of this proposal, the reduction of our share premium account will allow future dividends and distributions to be made by the Board within the limits prescribed by Bermuda company law.

The proposed reallocation of share premium to contributed surplus will benefit ST Telemedia since it will facilitate the payment of dividends on the Senior Preferred Shares, which are owned by a subsidiary of ST Telemedia. Shareholders may therefore wish to consider the relationships between the members of the Board of Directors and ST Telemedia in evaluating the voting recommendation of the Board on this matter. See “Directors and Executive Officers” and “Certain Relationships and Related Transactions”.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE REDUCTION OF OUR SHARE PREMIUM ACCOUNT BY TRANSFERRING US$1.2 BILLION TO OUR CONTRIBUTED SURPLUS ACCOUNT, EFFECTIVE ON THE DATE OF THE 2011 ANNUAL GENERAL MEETING OF SHAREHOLDERS.

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PROPOSAL NO. 3

APPOINTMENT OF INDEPENDENT ACCOUNTANTS

Under Section 89 of the Bermuda Companies Act, our shareholders have the authority to appoint the independent registered public accounting firm of the Company and to authorize the Audit Committee of our Board of Directors to determine the auditors’ remuneration. The Audit Committee has tentatively selected Ernst & Young LLP (“Ernst & Young”) as independent accountants to audit our consolidated financial statements for the fiscal year ending December 31, 2011. The Board is asking shareholders to approve such appointment and the authority of the Audit Committee to determine their remuneration.

Representatives of Ernst & Young are expected to attend the annual meeting and to respond to appropriate questions and will have the opportunity to make a statement should they so desire.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE

APPOINTMENT OF ERNST & YOUNG LLP AND OF THE AUTHORITY OF THE AUDIT

COMMITTEE TO DETERMINE THEIR REMUNERATION.

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PROPOSAL NO. 4

ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our shareholders with the opportunity to cast an advisory vote on executive compensation. As required by those rules, we are asking shareholders to vote on the adoption of the following resolution:

“RESOLVED, that the shareholders of Global Crossing Limited approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement dated April 29, 2011, pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis and the related tabular and narrative disclosures.”

Our executive compensation program has been designed to promote a performance-based culture and align the interests of executives with those of shareholders by linking a substantial portion of compensation to performance. The program is also designed to attract and to retain highly-qualified executives who are critical to our success. We believe that the executive compensation program, which emphasizes long-term equity awards, including time-based and performance-based restricted stock units, satisfies this goal.

Shareholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement beginning on page 26, which describes in greater detail Global Crossing’s executive compensation program and how our compensation policies and procedures implement our compensation philosophy.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. As an advisory vote, this proposal is not binding on Global Crossing; however, we believe that it is appropriate and important to seek the views of our shareholders on the effectiveness of our executive compensation program as a matter of good corporate governance and in doing so, the Board of Directors and the Compensation Committee will review the voting results in connection with their ongoing evaluation of the Company’s compensation program.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RESOLUTION FOR APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

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PROPOSAL NO. 5

ADVISORY VOTE ON FREQUENCY OF SAY-ON-PAY VOTES

As described in Proposal No. 4 above, our shareholders are being provided the opportunity to cast an advisory vote on Global Crossing’s executive compensation program (a “say-on-pay vote”). Section 14A of the Exchange Act requires that the Company include a “say-on-pay” vote every one, two or three years.

The current view of the Board is that an advisory vote on executive compensation held every year would best enable stockholders to timely express their views on the Company’s executive compensation program and enable the Board and the Compensation Committee to determine current shareholder sentiment. Therefore, the Board recommends that a “say-on-pay” vote be held on an annual basis.

Notwithstanding the Board recommendation, we are providing you with the choice to cast your vote on your preferred voting frequency by choosing the option of one year, two years or three years when you vote in response to the resolution set forth below.

“RESOLVED, that a non-binding vote of the shareholders to approve, on an advisory basis, the compensation of Global Crossing Limited executive officers, be held at an Annual Meeting of the Shareholders (a) every year, (b) every two years or (c) every three years.”

The vote is advisory and not binding upon the Company. However, the Board of Directors and the Compensation Committee will take into account the outcome of the vote when determining how often the Company should conduct an advisory vote on the compensation of our named executive officers.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE TO HOLD SAY-ON-PAY VOTES EVERY YEAR (AS OPPOSED TO EVERY TWO OR THREE YEARS).

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The Company understands the importance of attracting, fostering and maintaining a strong and experienced senior management team in order to achieve its long-term business goals. In that regard, the Company’s executive compensation program is designed to link compensation to performance, align rewards with shareholder value and provide a competitive compensation package that will assist in the retention and motivation of highly qualified senior executives.

The following discussion and analysis summarizes the executive compensation program and the decisions under that program made for fiscal year 2010 with respect to Chief Executive Officer John J. Legere and the other executive officers named in the Summary Compensation Table on page 33 (collectively, the “Named Executive Officers” or “NEOs”). This discussion should be read together with the corresponding compensation tables.

2010 Overview

At the time the Company established 2010 compensation programs early in the year, the world economy and financial markets were in the early stages of a slow recovery from the great turbulence and uncertainty that prevailed during 2009. The Company’s 2010 compensation programs attempted to acknowledge the nascent recovery and to increase the Company’s competitiveness in the labor market while at the same time prudently managing the Company’s limited resources. Specifically, the Company lifted the general salary freeze in effect since 2009, announced the reinstatement of company matching contributions under the defined contribution plan for U.S.-based employees effective January 1, 2011, and continued measures to help ensure that any payout under the annual incentive plan would be subject to the absolute discretion of the Compensation Committee and Board of Directors. The Board also voted to discontinue the temporary 25% reduction in its own compensation first implemented in March 2009.

The Company completed 2010 within the annual guidance ranges provided in February 2010 for operating income before depreciation and amortization and net cash provided by operating activities less purchases of property and equipment. Nevertheless, the Company did not achieve its “Invest & Grow” revenue growth guidance or the financial targets established under the 2010 annual incentive program. In light of that fact, as explained below, the final payout amount under the 2010 annual incentive program was 35% of the targeted amount for most employees, including the NEOs.

The Company’s stock price declined in 2010, resulting in a 13.6% decrease in shareholder value. Our NEOs experienced a proportionate decrease in the value of their holdings of Company shares and equity-based awards. In addition, the Company’s stock price performance lagged that of the indices used to calculate relative total shareholder performance under the Company’s long-term incentive program. The final total shareholder return performance for the 2008-2010 performance-based RSUs that vested on December 31, 2010 resulted in a payout of 30% of the target number of RSUs. Continued weak relative stock price performance will result in a lesser number of performance-based restricted stock units that will ultimately vest under long-term incentive grants made to the NEOs. A description of these grants is provided on page 30.

On January 21, 2011, the Board of Directors approved a special rewards program intended to retain and motivate certain employees. Each participant was granted an opportunity to receive an award valued at 50 percent of their target annual bonus, payable in cash and/or restricted stock units (depending on band level), subject to continued employment through a designated vesting date. Each of the NEO’s received an award of restricted stock units under this program with a three-year scheduled vesting period.

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Roles of Those Involved in Setting Executive Compensation

The Compensation Committee of the Board of Directors oversees the Company’s executive compensation programs and makes recommendations to the Board regarding compensation for executive officers, including the NEOs. To assist in this process, the Committee considers recommendations made by the Company’s Human Resources Department and the CEO (except with respect to his own compensation). The Committee also considers market data and analyses provided by the Committee’s compensation consultant, which has been Hewitt Associates since 2004. During 2010, Hewitt Associates spun off a portion of its executive consulting business into a separate company named Meridian Compensation Partners, which has been retained as the Committee’s independent executive compensation consultant.

Compensation Philosophy

The Company considers compensation programs holistically when establishing executive compensation opportunities. We review annually the overall compensation philosophy and policies for executive officers.

In March 2009, the Committee and the Board of Directors developed “Compensation Principles” to provide Company management with general guidelines regarding incentive compensation programs and the anticipated use of cash and stock in such programs. These guidelines conveyed the Board’s intention at that time that: (a) the funding of cash compensation programs would be limited to cash generated from the Company’s own business operations; (b) authorization for additional shares under the stock incentive plan would not be sought through 2012; and (c) the annual bonus program would be designed in a manner intended to reserve absolute discretion to the Board. During 2010, the Committee and the Board continued to operate under these guidelines, although they recognized that factors such as the timing of cash items and the impact of financing activities should be taken into account in funding cash compensation. In early 2011, the Committee and Board determined that the limitation on funding of cash compensation is no longer appropriate in light of the desire to avoid unnecessary constraints on investments that could foster growth and based on the belief that a formulaic approach to cash compensation is no longer necessary in light of improvements in external and internal financial circumstances since the date of adoption of the Compensation Principles. The Committee and Board also determined that the reservation of absolute discretion over every component of the annual bonus program is no longer necessary, although discretion continues to be a fundamental aspect of bonus plan design.

The Company’s compensation philosophy for NEOs is intended to link the compensation of such officers to measures of Company performance that contribute to increased value for Global Crossing’s shareholders. This philosophy applies to all Global Crossing employees, with a more significant level of compensation at risk as an employee’s level of responsibility increases. The philosophy takes into account the following goals:

Linking compensation to performance

The Company believes that a significant portion of each NEO’s total compensation should be “at risk,” meaning tied to one or more key indicators of performance. The Company ties annual incentive compensation to key performance indicators which are reviewed by the Board at least quarterly. The performance indicators for the 2010 short-term incentive program were (a) operating income before depreciation and amortization (“OIBDA”) and (b) net cash provided by operating activities less gross purchases of property and equipment (“Free Cash Flow”). The bonus program allows for the Committee to further adjust individual bonus payouts by up to 30% based on individual performance, although none of the NEO’s 2010 bonus payouts were so modified. Consistent with the above-referenced Compensation Principles as then in effect, the Committee and Board reserved the absolute discretion to modify or eliminate the funding of the 2010 bonus pool based on any factors, objective or subjective, as they deemed prudent, necessary or appropriate.

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The performance indicator applicable to the 2010 long-term incentive program was relative total shareholder return, as described in more detail below.

Aligning rewards with changes in shareholder value

The Company believes that a significant portion of each NEO’s total compensation should vary based on changes in shareholder value, thereby aligning the interests of the NEOs with those of shareholders generally. In this regard, a significant portion of each NEO’s total compensation for 2010 was composed of grants of time-based and performance-based restricted stock units, as demonstrated in the Summary Compensation Table on page 33. In addition, the number of the performance-based restricted stock units that will ultimately vest is based on the Company’s relative total shareholder return over a three-year performance period, as further explained below.

Attracting and retaining top quality management

In an effort to provide a competitive compensation package, the Committee annually reviews the structure of the executive compensation program and sets targeted compensation levels after comparing data to that of a group of select peer companies. The Committee’s compensation consultant provides current competitive benchmarking information from companies in the telecommunications industry and in technology services. The benchmarking assessment used for 2010 compensation actions included ten telecommunications and eleven technology services industry comparators of similar size.¹ A regression analysis is performed to adjust the market data to reflect expected market practice at companies with a similar revenue base as ours. We target both total cash and total direct compensation at the 50^th percentile of the benchmark group, which we believe is appropriate for our Company given its financial profile, growth prospects and competitive positioning. However, this target serves as just one reference point when establishing total compensation opportunities. The Committee also considers each NEO’s skills, experience and performance during the prior year, as well as internal information intended to gauge pay equity among our executives and between our executives and our non-executive employees. From time to time we also benchmark other aspects of compensation, including benefit or perquisite program features or common practices in employment agreements and executive severance plans.

The Compensation Committee periodically reviews executive compensation tally sheets, which provide a current snapshot of total annual compensation rates, accumulated stock ownership (both vested and unvested) and the Company’s liabilities associated with various termination events for each NEO. While these are not used directly to determine compensation, they are reviewed to monitor compensation programs and understand the impact of potential actions.

Executive Compensation Component Summary

Each component of NEO compensation emphasizes a different aspect of the Company’s compensation philosophy. The major components of compensation for NEOs are base salary, short-term performance-based incentives in the form of annual bonuses, long-term incentives in the form of equity grants, and certain financial security benefits. Each of the major components of 2010 NEO compensation is described in more detail below.

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Base Salary

The Company sets initial base salaries for NEOs based on recruiting requirements (i.e., market demand), competitive pay practices, individual experience and breadth of knowledge, accomplishments, internal parity considerations, and historical salaries for these executives. Any adjustments in base salary for existing NEOs are raised by management for consideration by the Committee (except for the CEO, in whose case the Committee works independently with its consultant). Increases are determined by the Committee, subject to approval by the Board of Directors, based on the annual evaluation of competitive data and a subjective assessment of the individual’s performance, contribution to the Company and potential within the organization, and internal parity considerations.

Based on the evaluation described above, the Committee increased Chief Financial Officer John Kritzmacher’s annual salary from $495,000 to $550,000 effective January 1, 2010, and Executive Vice President and General Counsel John McShane’s annual salary from $395,000 to $428,700 effective February 1, 2011.

Short-Term Performance-Based Incentive

The annual incentive program is designed to incentivize NEOs to help the Company attain key financial objectives as described below. The Committee determines target bonus opportunities for NEOs based on the results of external benchmarking and the individual’s level of responsibility and expected influence on corporate results. Target annual bonuses for NEOs are presented to the Board of Directors with the Committee’s recommendation. The Committee reserves the right in its sole discretion to modify or terminate this program in its entirety without prior written notice to or consent of the NEOs, subject to applicable local labor laws.

The Committee approves target bonus levels and quantitative financial performance measures on an annual basis. The target annual bonus opportunities established for the NEOs for 2010 were as follows, expressed as a percentage of salary received during the course of the year:

To determine a NEO’s 2010 bonus payment, the NEO’s 2010 salary was multiplied by the applicable target bonus opportunity referenced above and by a performance factor as determined by the Compensation Committee.

The quantitative financial performance measures for the 2010 bonus program were designed to reward attainment of targets for OIBDA (50% of the target opportunity) and Free Cash Flow (50% of the target opportunity). Compensation expense is assumed at targeted levels in the calculation of OIBDA for incentive compensation purposes.

The following table sets forth the financial performance targets for the 2010 bonus program and the performance achieved. Unlike the 2009 annual bonus plan, the 2010 plan included threshold and maximum performance targets and payout percentages, although the payout remained discretionary even for performance above threshold amounts.

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Although the performance targets were not achieved, the Committee and Board determined in their discretion that a partial bonus payout was warranted. Key factors leading to this determination included the Company’s overall improved financial performance, on an absolute basis and relative to telecommunication peers, and stronger relative financial performance in certain regions. The final overall bonus payout percentage approved by the Board varied from 30% to 45% of target, depending on business area. Each NEO received a cash bonus payout for 2010 equal to 35% of his respective target annual bonus opportunity indicated above.

Long-Term Incentive Compensation: Equity Grants

While bonuses are paid for prior year accomplishments, the Company believes equity grants help properly align NEOs with shareholder interests over the long-term. The Committee awards equity grants in its discretion based on an annual evaluation of competitive market data, individual performance, level of responsibility, long-term incentive grants made in prior years and the anticipated contribution that the executive officer will make to Global Crossing. The Committee generally makes annual grants at a meeting that is scheduled well in advance as part of the Committee’s annual calendar. Grants are made under the 2003 Global Crossing Limited Stock Incentive Plan and provide for vesting of all awards upon a “change in control” as defined in the plan. Such “single trigger” vesting is deemed appropriate in light of competitive pay practices and the desire to ensure the engagement of management both before and during an impending corporate transaction.

The Company focuses on the following strategies in delivering long-term incentive compensation:

In an effort to retain executives while holding them accountable for corporate performance, NEOs received their 2010 grants in the form of restricted stock units, one half of which vest on February 1, 2013 solely based on the continued employment of the executive through that date and one half of which vest on December 31, 2012 based on a total shareholder return (TSR) measure. This TSR measure compares Global Crossing’s ranking in total shareholder return to companies in the following industry- and size-specific peer groups:

The range of payout for the 2010-2012 performance-based shares is 0% to 200% of the original award amount based on the Company’s percentile TSR ranking among the two peer groups; provided that the portion of any payout exceeding 100% of the target award will be paid at the sole discretion of the Compensation Committee and is be expected to be paid, if at all, in cash rather than shares; provided that discretion does not apply in the event of accelerated vesting due to a change in control. For Global Crossing and for each company in each peer group, TSR over the three years is calculated by comparing the average stock price in the last month of the performance period to the average stock price in the month immediately prior to the start of the performance

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period. The calculation also includes dividends paid during the performance period. The table below describes how the Company’s percentile ranking among peers translates into a payout percentage of the original target shares awarded. The ranking and payout percent is calculated separately for each peer group, and the two results are averaged to determine the actual percentage earned.

The performance period for the 2008-2010 performance-based shares concluded on December 31, 2010. The Company achieved a 60% payout based on a 33.5% TSR percentile rank against the NASDAQ Telecom Index and a 0% payout based on a 16.1% TSR percentile rank against the S&P 600 index. Since each index was weighted equally, the final payout totaled 30% of the target number of shares.

Financial Security Benefits

Severance Protection

We offer the Key Management Protection Plan (“KMPP”), an enhanced severance plan, to help attract key talent and retain leaders by mitigating their concerns about financial hardship in the event of termination. In July 2009 the KMPP was extended through December 31, 2011. All NEOs participate in the plan, except Mr. Legere. Mr. Legere’s severance arrangements are governed by his August 15, 2006 employment agreement, which was amended in December 2009 to extend the contractual term of the agreement to August 15, 2012. We view the KMPP and Mr. Legere’s termination arrangements as reasonable and in line with competitive practice. The estimated liabilities for various termination scenarios are outlined below under “Potential Payments Upon Termination or Change of Control”.

Benefits & Perquisites

We offer our NEOs the same health and welfare benefit, disability and insurance plans as we offer all employees. Our retirement program includes a qualified defined contribution plan (the Employees Retirement Savings Plan, or ERSP), which permits all U.S. based employees to make tax qualified contributions of up to 25% of eligible pay. There was no Company match in 2010; however, the Company reinstated a match of 100% of the first 1% contributed and 50% of the next 5% contributed to the ERSP effective January 1, 2011. The Company also maintains the Supplemental Retirement Savings Plan (SRSP), an unfunded, nonqualified deferred compensation plan that allows employees whose contributions to the ERSP are effectively limited to less than 25% of eligible pay (due to dollar limits imposed by the Internal Revenue Service) to defer up to 16%, but with no Company matching contribution. The Company maintains no other nonqualified retirement or deferred compensation programs and offers limited additional executive perquisites. We view this relatively limited set of benefits and perquisites as appropriate relative to the Company’s current financial situation and its path to sustained profitability.

Additional Executive Compensation Policies and Practices

The administration of the Company’s compensation programs is subject to the following additional policies and practices, which the Company believes to be consistent with its executive compensation philosophy and goals.

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Stock Ownership Guidelines

We have no minimum stock ownership guidelines or holding requirements for vested shares, although we believe that our long-term incentive program helps align our executives’ interests with the interests of our shareholders. Based on the share price as of December 31, 2010, as of this date each NEO had holdings of common shares and restricted stock units together valued at between 3.5 and 8.7 times the executive’s annual salary.

Clawback Policy

We do not have a formal policy regarding the adjustment or recovery of awards or payments if the relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce their size. However, pursuant to section 304 of the Sarbanes-Oxley Act of 2002, if the Company is required to prepare an accounting restatement due to the material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, the CEO and CFO must reimburse the Company for any incentive-based compensation received during the 12-month period following the issuance of the noncompliant financial statements, including any profits realized from the sale of the Company’s securities.

Tax Deductibility Policy

Section 162(m) of the U.S. Internal Revenue Code limits the U.S. federal income tax deductibility of non-”performance-based” compensation payments in excess of $1 million paid to a NEO in any one year. In general, we intend to administer compensation plans in compliance with the provisions of Section 162(m) where feasible and where consistent with Global Crossing’s compensation philosophy. However, the Company’s annual incentive plan is not currently being administered in a manner that qualifies as “performance-based” compensation under Section 162(m) since the Company believes that the benefit of retaining discretion to avoid inappropriate bonus payouts outweighs the possible loss of deductibility under Section 162(m). Since we currently operate at a loss for U.S. corporate income tax purposes, compliance with Section 162(m) increases our net operating loss carry-forwards rather than reduces current income taxation.

Report of the Compensation Committee

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Commission Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION COMMITTEE

Peter Seah Lim Huat, Chairman

Archie Clemins

Lee Theng Kiat

Robert Sachs

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Summary Compensation Table

The table below sets forth information concerning compensation paid to our CEO, CFO and the three other most highly compensated executive officers (collectively, the “Named Executive Officers”) during the periods presented.

The amounts shown for 2008 in Column (e) encompass, among other things, the target payouts that could have been awarded to the Named Executive Officers under the 2008 annual bonus programs, which payouts were payable in unrestricted common shares of the Company (subject to the exception described below relating to Mr. Legere). The target payouts reflect the probable outcome of the performance conditions as of the date of grant of the awards. The maximum payouts under the 2008 annual bonus program were $1,540,000, $450,450, $386,750, $356,168, and $359,450 for Messrs. Legere, Kritzmacher, Carey, Enright, and McShane respectively, and the actual payouts were 78.6% of annual bonus target, or $864,600, $252,896, $217,133, $199,963, and $201,806 for Messrs. Legere, Kritzmacher, Carey, Enright, and McShane, respectively. Pursuant to the terms of his employment agreement, Mr. Legere’s 2008 bonus opportunities were payable one-half in cash (which is reflected in column (g)) and one-half in common shares (which is reflected in column (e)).

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The amounts shown for 2010, 2009, and 2008 also encompass, among other things, the target numbers of performance-based restricted stock units that may be, or could have been, awarded to the Named Executive Officers under the 2010, 2009, and 2008 long-term incentive programs, respectively. The target numbers of performance-based restricted stock units reflect the probable outcome of the performance conditions as of the date of grant of the awards. The maximum grant date values of the performance-based restricted stock units under the 2010 long-term incentive program (based on a payout of 200% of target) were $3,070,662, $815,220, $562,890, $562,890, and $562,890 for Messrs. Legere, Kritzmacher, Carey, Enright, and McShane, respectively. The maximum grant date values of the performance-based restricted stock units under the 2009 long-term incentive program (based on a payout of 200% of target) were $3,063,930, $740,460, $561,495, $561,495, and $561,495 for Messrs. Legere, Kritzmacher, Carey, Enright, and McShane, respectively. The maximum grant date values of the performance-based restricted stock units under the 2008 long-term incentive program (based on a payout of 200% of target) were $13,620,562, $1,625,564, $1,702,570, $1,702,570 and $1,702,570 for Messrs. Legere, Kritzmacher, Carey, Enright, and McShane, respectively, and the actual payouts were 30% of target.

Except as noted above in this footnote, the fair value of the stock awards was determined using the valuation methodology and assumptions set forth in footnotes 2 and 16 to the Company’s consolidated financial statements included in its Form 10-K/A for the fiscal year ended December 31, 2010.

Of the Named Executive Officers, only Mr. Enright participates in a non-qualified deferred compensation plan or pension plan. The amounts shown in column (h) for Mr. Enright represent the change in the actuarial present value of his accumulated benefit under the New Global Crossing Frozen Pension Plan. Information regarding our calculations of pension values is set forth in footnote 17 to the Company’s consolidated financial statements included in its annual report on Form 10-K/A and the amendment thereto for the fiscal year ended December 31, 2010.

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Grants of Plan-based Awards

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Outstanding Equity Awards at Fiscal Year-end

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Option Exercises and Stock Vested

None of the Named Executive Officers exercised stock options during 2010. The following table sets forth the details of stock awards that vested during 2010.