Exhibit 3


                            FIRST AMENDMENT TO THE
                    SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

     First Amendment, dated as of July 10, 2001 (this "First Amendment"), to
the Subscription and Shareholders Agreement, dated as of October 12, 2000 (the
"Shareholders Agreement"), by and among Global Crossing Ltd., a company
incorporated under the laws of Bermuda ("Global Crossing"), Softbank Corp., a
Japanese corporation ("Softbank"), Microsoft Corporation, a Washington
corporation ("Microsoft") and Asia Global Crossing Ltd., a company
incorporated under the laws of Bermuda (the "Company").

     WHEREAS, Global Crossing, Softbank, Microsoft and the Company are parties
to the Shareholders Agreement; and

     WHEREAS, the parties desire to amend the Shareholders Agreement as set
forth herein to affect the foregoing changes.

     NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein, and for other good and valuable consideration the adequacy
and receipt of which are hereby acknowledged, the parties hereby agree as
follows:

     1. Defined Terms. All capitalized terms not defined in this First
Amendment shall have the meanings ascribed to them in the Shareholders
Agreement.

     2. Amendment to Schedule 1. Schedule 1 of the Shareholders Agreement is
hereby amended by adding the following territories in their proper
alphabetical order:

     "Australia", and

     "New Zealand".

     3. Conditions of Effectiveness. The effectiveness of this First Amendment
is subject to the satisfaction (or waiver (to the extent permitted by
applicable law) by the parties) of the following conditions:

     (a) Signature Pages. The receipt by each party of duly executed
counterpart signature pages of each of the other parties to this First
Amendment.

     (b) Share Issuance. The Company shall have issued and delivered to Global
Crossing (or its designated direct or indirect wholly owned subsidiary or
subsidiaries) 6,822,558 shares of the Company's Class B Common Stock, par
value $0.01 per share, which shares shall be duly authorized, validly issued,
fully paid and nonassesable and not subject to nor issued in violation of, any
preemptive rights. The Company has an adequate number of shares of its Class A
Common Stock reserved for issuance and approved for listing on the New York
Stock Exchange, Inc. to allow for the conversion of all shares of its Class B
Common Stock (after giving effect to the issuance of stock pursuant to this
First Amendment and the Stock Purchase Agreement) being transferred under this
First Amendment to Class A Common Stock.





     4. Miscellaneous.

     (a) Continuing Effect of First Amendment. This First Amendment shall not
constitute an amendment or waiver of or consent to any provision of the
Shareholders Agreement not expressly referred to herein. Except as expressly
consented to hereby, the provisions of the Shareholders Agreement are and
shall remain in full force and effect.

     (b) Assignment. The terms and conditions of this First Amendment shall be
for the benefit of and be binding upon the permitted successors and assigns of
the parties hereto; this First Amendment may not be assigned without the prior
written consent of the non-assigning party or parties.

     (c) Severability. The invalidity or unenforceability of any particular
provision of this First Amendment shall not affect the other provisions
hereof, and this First Amendment shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.

     (d) Choice of Law. This First Amendment shall be governed by and
construed in accordance with the laws of Bermuda.

     (e) Section Headings. Headings contained in this First Amendment are
inserted only as a matter of convenience and in no way define, limit or extend
the scope or interest of this First Amendment or any provisions hereof.

     (f) Counterparts. This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


                                      2







                  IN WITNESS WHEREOF, the parties have executed this First
Amendment as of the day and year first written above.

                            GLOBAL CROSSING LTD.


                            By:  /s/ James C. Gorton
                                 ----------------------------------
                                 Name:  James C. Gorton
                                 Title: Executive Vice President &
                                        General Counsel


                            SOFTBANK CORP.


                            By:  /s/ Masayoshi Son
                                 ----------------------------------
                                 Name:  Masayoshi Son
                                 Title: President & CEO


                            MICROSOFT CORPORATION


                            By:  /s/ Peter Knook
                                 -----------------------------------
                                 Name:  Peter Knook
                                 Title: VP Network Service Providers


                            ASIA GLOBAL CROSSING LTD.


                            By:  /s/ Charles F. Carroll
                                 -----------------------------------
                                 Name:  Charles F. Carroll
                                 Title: General Counsel and Corporate
                                          Secretary