THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Global Crossing Limited (GLBC)

4/28/2006 Proxy Information

Commercial relationships between the Company and ST Telemedia

During this past year, we provided approximately $200,000 of telecommunications services to subsidiaries and affiliates of ST Telemedia. Further, during this past year we received approximately $1,300,000 of co-location services from an affiliate of ST Telemedia.

ST Telemedia may cause us to register sales of its Senior Preferred Shares at any time. On May 28, 2005, we filed a registration statement with the SEC covering 800,000 shares of GCL common stock issuable to employees of and other individuals affiliated with ST Telemedia upon the exercise of stock options granted to such individuals by ST Telemedia.

During this past year we accrued dividends and interest of approximately $32,000,000 related to debt and preferred stock held by affiliates of ST Telemedia.

Messrs. Lee and Seah, 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”.

Commercial relationships between the Company and the Slim Family

According to filings made with the SEC, Carlos Slim Helu and members of his family (collectively, the “Slim Family”), together with entities controlled by the Slim Family, held greater than 10% of the Company’s common stock as of December 31, 2005. Accordingly, the members of the Slim Family may therefore have been considered related parties of the Company. During 2005 we engaged in various commercial transactions in the ordinary course of business with telecommunications companies controlled by or subject to significant influence from the Slim Family (“Slim-Related Entities”). Specifically, telecommunications services provided to Slim-Related Entities during 2005 were approximately $7,400,000. Purchases of access-related services from Slim-Related Entities in 2005 were approximately $6,600,000.

4/28/2005 Proxy Information

Commercial relationships between the Company and ST Telemedia

During this past year we provided approximately $1,200,000 of telecommunications services to subsidiaries and affiliates of ST Telemedia. Further, during this past year we received approximately $900,000 of co-location services from an affiliate of ST Telemedia.

In May 2004, we reached an agreement with a subsidiary of ST Telemedia to receive up to $100,000,000 in financing under a bridge loan facility (the “Bridge Loan Facility”). Under this facility, we borrowed $40,000,000 on June 1, 2004, an additional $40,000,000 on August 2, 2004, and a final $20,000,000 on October 1, 2004. On November 2, 2004 the Bridge Loan Facility was amended to increase the availability thereunder to $125,000,000 and we borrowed the additional $25,000,000 on November 5, 2004.

On December 23, 2004, we completed a restructuring agreement with ST Telemedia whereby we:

• Repaid $75,000,000 of principal on the $200,000,000 of Exit Notes (the “Exit Notes”) that we had issued to a subsidiary of ST Telemedia upon our emergence from bankruptcy on December 9, 2003; and

• Issued $250,000,000 in convertible notes in exchange for termination of the remaining $125,000,000 of Exit Notes and $125,000,000 Bridge Loan Facility.

ST Telemedia may cause us to register sales of its Senior Preferred Shares at any time. In that regard, we and ST Telemedia recently reached an agreement in principle pursuant to which ST Telemedia intends to exercise one of its demand registration rights under the registration rights agreement entered into in connection with its original equity investment in the Company made on December 9, 2003. Such agreement in principle contemplates that we will file a registration statement with the SEC no later than April 30, 2005 covering 800,000 shares of New GCL common stock issuable to employees of and other individuals affiliated with ST Telemedia upon the exercise of stock options granted to such individuals by ST Telemedia.

During this past year we paid approximately $28,500,000 of interest related to the Exit Notes and Bridge Loan Facility to subsidiaries of ST Telemedia.

Mr. Lee and Mr. Seah, 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 of the STT Shareholder Group. For further details, please see their individual biographies in the section entitled “Directors and Executive Officers”.

Commercial relationships between the Company and the Slim Family

According to filings made with the Securities Exchange Commission, Carlos Slim Helu and members of his family (collectively, the “Slim Family”), together with entities controlled by the Slim Family, held greater than 10% of New GCL’s common shares as of December 31, 2004. The members of the Slim Family may therefore be considered related parties of the Company. During this past year, we engaged in various commercial transactions in the ordinary course of business with telecommunications companies controlled by or subject to significant influence from the Slim Family (“Slim-Related Entities”). Specifically, we provided approximately $6,000,000 of telecommunications services to Slim-Related Entities and purchased approximately $6,000,000 of access related services from Slim-Related Entities.

11/5/2004 Proxy Information

During the year ended 2003 and during the nine months ended September 30, 2004, Equinix, Inc. (“Equinix”), StarHub Ltd (“StarHub”) and/or ST Teleport Pte Ltd (“ST Teleport”), affiliates of the STT Shareholder Group, purchased approximately $0.3 million and $0.9 million, respectively, of carrier services from the Company in the ordinary course of business. Further, during the year ended 2003 and during the nine months ended September 30, 2004, the Company paid Equinix approximately $0.7 million and $0.65 million, respectively, for co-location arrangements in the United States in the ordinary course of business. Also see “Compensation of Executive Officers and Directors-Compensation Committee Interlocks and Insider Participation”.

Other relationships between the Company and the STT Shareholder Group

Various contractual arrangements were entered into between the Company and subsidiaries of ST Telemedia in connection with the latter’s investments in the Company’s $200 million of senior secured notes issued on December 9, 2003 (the “Senior Secured Notes”) and in the capital stock of New GCL. The material provisions of the indenture and other agreements governing the terms of the Senior Secured Notes are summarized in our 2003 Annual Report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Liquidity and Capital Resources-Indebtedness.” The special voting, registration and other rights of the STT Shareholder Group in their capacities as equity holders are summarized in Item 5, “Market for Registrant’s Common Equity and Related Stockholder Matters,” of our 2003 annual report on Form 10-K.

On May 18, 2004, we reached agreement with a subsidiary of ST Telemedia to provide us with up to $100 million in financing under a senior secured loan facility maturing on December 31, 2004 (the “Bridge Loan Facility”). All $100 million of availability under the Bridge Loan Facility had been borrowed by October 1, 2004. On November 2, 2004, the Bridge Loan Facility was amended to increase the availability thereunder to $125 million, and we expect to borrow the additional $25 million on or about November 5, 2004.

On October 8, 2004, we entered into a restructuring agreement with certain subsidiaries of ST Telemedia in order to facilitate long-term financing transactions by the Company. The restructuring agreement contemplates that the following will occur simultaneously with the closing of a secured debt financing by our United Kingdom subsidiary (“GCUK”): (1) the security interests securing the Senior Secured Notes and the Bridge Loan Facility will be released; (2) $75 million of the Senior Secured Notes will be repaid; and (3) the Bridge Loan Facility and the remaining Senior Secured Notes will be refinanced by $250 million principal amount of 4.7% payable-in-kind secured debt instruments that will be mandatorily convertible into common shares of New GCL after four years, or converted earlier at the option of the debt holder, into approximately 16.2 million common shares (assuming conversion after four years), subject to certain adjustments (which could increase the number of shares issuable on conversion and thereby further dilute the percentage ownership in the Company held by other common shareholders). The restructuring agreement, which is included as an exhibit to our Quarterly Report on Form 10-Q for the three months ended June 30, 2004, contains general descriptions of these transactions and is subject to completion of definitive documentation satisfactory to the parties and a number of other material conditions described therein. The Company can provide no assurance that the transactions contemplated by the restructuring agreement will be completed.

12/23/2003 Proxy Information

Since the beginning of 2001, we entered into the transactions described below with certain of our directors, executive officers and affiliates.

Transactions with Pacific Capital Group and its Affiliates

Pacific Capital Group, Inc. ("PCG") is a merchant bank specializing in telecommunications, media and technology and has a substantial equity investment in GCL's common stock, before giving effect to the cancellation of GCL's equity securities upon our emergence from bankruptcy. PCG is controlled by Gary Winnick, former chairman of our board of directors from our inception through December 2002. In addition, Lodwrick Cook and some of our former officers and directors are or at one time were affiliated with PCG.

In 1999, we entered into a lease with North Crescent Realty V, LLC ("North Crescent Realty"), which is managed by and affiliated with PCG, with respect to our then executive offices in Beverly Hills, California. We engaged an independent real estate consultant to review the terms of our occupancy of the building, and the consultant found the terms to be consistent with market terms and conditions and the product of an arm's length negotiation. During 2001, we made payments under this lease in the amount of approximately $333,000 per month. PCG subleased a portion of this space from us during 2001 at a cost of approximately $3.50 per square foot, which approximated our costs under the lease. The amount of space subleased from us started the year at approximately 2,700 square feet but decreased during the year until PCG vacated the premises by the end of the year. We relocated out of the Beverly Hills facility in March 2002. In connection with our bankruptcy proceedings, we rejected the Beverly Hills lease at that time, thereby terminating our obligations under the lease.

PCG has fractional ownership interests in certain aircraft previously used by us. In 2002 PCG paid us $232,000 in reimbursement of an amount contractually due us after our use of such aircraft terminated. Prior to such termination, we reimbursed PCG for PCG's cost of maintaining these ownership interests such that PCG realized no profit from the relationship.

Financial Accommodations for Executive Officers

In July 1998, one of our subsidiaries provided a $250,000 interest-free relocation loan to Dan J. Cohrs, an executive officer of Global Crossing until the time of his termination of employment in May 2003. We forgave this loan in full in December 2001.

In November 2000, one of our subsidiaries loaned $8 million to Thomas J. Casey, then our chief executive officer and a director. The loan bore interest at the rate of 6.01% per annum and was secured by a second deed of trust on Mr. Casey's residence. The principal of and accrued interest on the loan were to be due in full in October 2005 or upon the earlier termination of Mr. Casey's employment for cause or due to his voluntary resignation. The loan was forgiven in full in connection with the replacement of Mr. Casey with John Legere as chief executive officer in October 2001.

In February 2001, one of our subsidiaries made a $3 million interest-free loan to Jose Antonio Rios, one of our executive officers. The loan was forgivable in three equal installments on the first, second and third anniversaries of the date of grant, subject to Mr. Rios' continued employment with the Company. $1 million of this loan was forgiven by its terms in each of February 2002 and February 2003. A balance of $1 million remains outstanding on the date of this annual report on Form 10-K.

In March 2001, one of our subsidiaries loaned $1.8 million to David Walsh, then one of our executive officers. The loan bore interest at the rate of 4.75% per annum and was secured by a second mortgage on his residence. The principal of and accrued interest on the loan were to be due in full in March 2002 or upon the earlier termination of Mr. Walsh's employment. Mr. Walsh repaid this loan in full after his employment was terminated in October 2001.

In September 2001, one of our subsidiaries loaned $500,000 to a life insurance trust created by S. Wallace Dawson, Jr., then an executive officer of Global Crossing. The loan is repayable in full in September 2061 or, if earlier, upon the death of the last to survive of Mr. Dawson and his wife. This loan was used to purchase a joint variable life insurance policy with initial face value amount of approximately $7.9 million. The outstanding balance of the loan accrues interest at the rate of 5.49% per annum, payable upon maturity of the loan. The full $500,000 original principal amount plus accrued interest remains outstanding on the date of this annual report on Form 10-K.

In April 2001, our compensation committee and board of directors approved a program (the "Program") under which financial accommodations could be made to our executive officers who were in danger of suffering forced sales of their GCL common stock at a time when the stock was trading at what appeared to be depressed levels. David Walsh and Lodwrick Cook are the only executives who participated in the Program.

Pursuant to the Program, in August 2001 one of our subsidiaries provided approximately $1.4 million of cash collateral to secure an approximately $1.4 million margin loan balance in Mr. Walsh's commercial brokerage account, which loan was secured by 746,973 shares of GCL common stock owned by Mr. Walsh. Mr. Walsh agreed to cause our cash collateral to be returned by December 31, 2001, together with interest at the average rate of interest applicable to loans under our revolving credit facility. Mr. Walsh repaid the cash collateral to us, together with accrued interest, after his employment was terminated in October 2001.

In April 2001, a $7.5 million guarantee was approved for Mr. Cook under the Program. Certain interim arrangements were put in place in which one of our subsidiaries effectively guaranteed up to $7.5 million of the obligations of Mr. Cook, his wife and a trust for the benefit of Mr. Cook and members of his family under an existing margin loan, with such guarantee being secured by certain cash and securities of the Company. In July 2001, these interim arrangements were replaced by a $7.5 million letter of credit issued under our then-existing revolving credit facility. This letter of credit supported a $7.5 million commercial bank loan that the Cooks used to refinance their margin loan in full. This bank loan was also secured by 2.5 million shares of GCL common stock pledged by the Cooks. At the time the letter of credit was issued, the Cooks entered into a reimbursement agreement providing for the reimbursement to us of any amounts drawn under the letter of credit, together with interest at the rate applicable to the Cooks' commercial bank loan or, if higher, the rate of interest applicable to letter of credit reimbursement obligations under our revolving credit facility. In July 2002, the bank loan matured and the Cooks failed to repay the loan. The lender then drew under the letter of credit. As of the date of this annual report on Form 10-K, no reimbursement payments have been made to us under the aforementioned reimbursement agreement. Pursuant to the Plan of Reorganization, our reimbursement claim will be transferred to the agent for the creditors under our revolving credit facility and any recoveries against the Cooks will be distributed to such creditors.

Transactions with Withit.com

In June 2001, the Company entered into an agreement with Withit.com ("Withit"), a company owned and controlled by Joseph Perrone Jr., the son of Joseph P. Perrone, a former executive officer of Global Crossing. Pursuant to that agreement, we engaged Withit to perform certain integration, implementation and co-marketing services relating to a one-way IP-based voice extension product that we intended to market to the financial services industry. We paid Withit an initial installment of $250,000 and undertook to pay an equal amount upon its acceptance of the product in accordance with the terms of the agreement. We paid Withit a second $250,000 installment in December 2001 and also paid Withit $125,000 for out-of-pocket expenses incurred in purchasing certain equipment to be used in implementation of the new product and $115,000 for support and consulting services performed during the latter half of 2001. In total we paid Withit $740,000.

Because of budgetary constraints and a change in product development strategy, among other factors, we did not implement or market the voice extension product that was the subject of the Withit agreement. The extent to which Withit in fact provided the deliverables that were contractual prerequisites for our second $250,000 payment in December 2001 is also an open question.

Commencing in April 2002, an independent committee of our board of directors reviewed these matters with the support of outside counsel. The committee found that Mr. Perrone had influenced our decision to enter into the agreement with Withit in a manner the committee deemed inappropriate. At the independent committee's recommendation, the board of directors imposed a $325,000 monetary penalty on Mr. Perrone and reassigned him to other duties within Global Crossing. Although Mr. Perrone disagreed with the committee's findings, before he left our employ for other reasons he paid this amount in full by consenting to our withholding a portion of quarterly and annual cash bonus payments otherwise due him.

Prior to the above-described relationship, Withit also subleased approximately 4,125 square feet of office space in Chicago from us from August 2000 through July 2002 at a monthly rent of approximately $4,500. In late 2001, Withit had fallen approximately $32,000 in arrears in its rental obligations under the sublease, although it paid all arrearages in full upon termination of the sublease in July 2002.

Relationships with Brownstein Hyatt & Farber, P.C.

Norman Brownstein, a director of Global Crossing from May 2000 through November 2001, is chairman of the law firm of Brownstein Hyatt & Farber, P.C. During 2001, we paid approximately $1,445,000 to Brownstein Hyatt & Farber for legal and lobbying services. In addition, in his capacity as a consultant, in March 2001 Mr. Brownstein was issued options to purchase 100,000 shares of GCL common stock at an exercise price of $17.15 per share, such options vesting ratably on each of the first three anniversaries of the date of grant. In 2001, we also paid Brownstein Hyatt & Farber $156,000 for rent and shared office expenses in respect of approximately 2,300 square feet of office space in Washington, D.C. that we lease from that firm.

Relationship with Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP ("Simpson Thacher") was our principal corporate counsel from our inception in 1997 through our bankruptcy filing in January 2002. D. Rhett Brandon, a Simpson Thacher partner, served as our acting vice president and general counsel from mid-September 2001 through February 2002, while remaining a partner of and receiving compensation from Simpson Thacher, which billed us fees that included Mr. Brandon's time charges, incurred at his usual hourly rate. We made aggregate payments of approximately $3.8 million and $17.1 million to Simpson Thacher for fees and disbursements in 2002 and 2001, respectively, including significant payments made within 90 days of the date on which the Company first filed for protection under the Bankruptcy Code. It is possible that a portion of those payments may be recoverable by the Company in an avoidance action under the Bankruptcy Code or otherwise. Pursuant to our Plan of Reorganization, our rights to pursue any such action will be transferred to a liquidating trust established for the benefit of our creditors, to whom any recovery will be distributed.