TYCO INTERNATIONAL LTD /BER/, PRE 14A, 2001-01-19

TYCO INTERNATIONAL LTD /BER/
PRE 14A, 2001-01-19
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC

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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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FILED BY THE REGISTRANT /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
</TABLE>

<TABLE>
<S> <C>
TYCO INTERNATIONAL LTD.
------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE
REGISTRANT)
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Payment of Filing Fee (Check the appropriate box):

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<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO]

January - , 2001

Dear Shareholder,

I am pleased to invite you to attend our 2001 Annual General Meeting of
Shareholders, which will be held at 9:30 a.m., Atlantic Time, on March 27, 2001,
at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke HM 08,
Bermuda.

As discussed in the accompanying proxy statement, you will be asked at the
Annual General Meeting to elect the Board of Directors, to approve an amendment
to the Tyco bye-laws to enable the Board to set and approve director
remuneration without shareholder approval, to re-appoint Tyco's auditors and
authorize the Board of Directors to fix the auditors' remuneration and to
consider a shareholder proposal.

Your vote is important. Whether or not you are able to attend, it is
important that your shares be represented at the meeting. Accordingly, please
sign, date and return the enclosed proxy card at your earliest convenience.

Thank you for your cooperation.

Yours sincerely,

/s/ L. Dennis Kozlowski

L. DENNIS KOZLOWSKI
Chairman and
Chief Executive Officer

Tyco International Ltd.
The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda
<PAGE>
TYCO INTERNATIONAL LTD.

NOTICE OF 2001 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual General Meeting of Shareholders (the
"meeting") of Tyco International Ltd. ("Tyco") for 2001 will be held on
March 27, 2001 at 9:30 a.m., Atlantic Time, at the Fairmont Hamilton Princess
Hotel, 76 Pitts Bay Road, Pembroke HM 08, Bermuda, for the following purposes:

- To receive Tyco's audited consolidated financial statements for the fiscal
year ended September 30, 2000;

- To elect the Board of Directors;

- To approve an amendment to Tyco's bye-laws to enable the Board of
Directors to set and approve director remuneration without shareholder
approval;

- To re-appoint PricewaterhouseCoopers as the independent auditors and to
authorize the Board of Directors to fix the auditors' remuneration; and

- To vote on a shareholder proposal described in the accompanying proxy
statement.

Tyco's 2000 Annual Report to shareholders, which includes the audited
consolidated financial statements of Tyco for the fiscal year ended
September 30, 2000, is being mailed to shareholders along with the attached
proxy statement.

Notice of the meeting has been sent to all holders of record of Tyco common
shares at the close of business on January 19, 2001. Notice will also be mailed
to shareholders who become holders of record of common shares through March 20,
2001. All holders of record of Tyco common shares on the date of the meeting
will be entitled to attend and vote at the meeting. Any shareholder who does not
receive a copy of the proxy statement and accompanying proxy card may obtain a
copy at the meeting or by contacting Tyco at (441) 292-8674.

Shareholders are cordially invited to attend the meeting in person. Whether
or not you plan to attend the meeting, please sign, date and return the enclosed
proxy card to ensure that your shares are represented at the meeting. Registered
shareholders who attend the meeting may vote their shares personally, even
though they have sent in proxies.

If your Tyco shares are held in a brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares "held in street
name," and these proxy materials are being forwarded to you by your broker or
nominee. Your name does not appear on the register of shareholders and, in order
to be admitted to the meeting, you must bring a letter or account statement
showing that you are the beneficial owner of the shares. You will not be able to
vote at the meeting and should instruct your broker or nominee how to vote on
your behalf. If you are a participant in a Tyco benefit plan, your proxy card
will serve as voting instructions to the trustee(s) of such plan.

By Order of the Board of Directors,
Mark A. Belnick
Executive Vice President and
Chief Corporate Counsel
January - , 2001

IMPORTANT: PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS
POSSIBLE. THE PROXY IS REVOCABLE AND IT WILL NOT BE USED IF YOU: GIVE WRITTEN
NOTICE OF REVOCATION TO THE SECRETARY AT TYCO INTERNATIONAL LTD., THE ZURICH
CENTRE, SECOND FLOOR, 90 PITTS BAY ROAD, PEMBROKE HM 08, BERMUDA PRIOR TO THE
VOTE TO BE TAKEN AT THE MEETING; LODGE A LATER-DATED PROXY; OR ATTEND AND VOTE
AT THE MEETING.
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TABLE OF CONTENTS

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PAGE
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<S> <C>
INTRODUCTION................................................ 1
Solicitation of Proxies................................... 1
Costs of Solicitation..................................... 1
Registered and Principal Executive Offices................ 1
Outstanding Voting Shares................................. 1
Voting Your Proxy......................................... 2
PRESENTATION OF FINANCIAL STATEMENTS........................ 3
COMPANY PROPOSALS........................................... 4
PROPOSAL NUMBER ONE--ELECTION OF DIRECTORS.................. 4
Nominees for Director..................................... 4
PROPOSAL NUMBER TWO--APPROVAL OF AN AMENDMENT OF TYCO'S
BYE-LAWS TO APPROVE DIRECTORS' REMUNERATION............... 7
PROPOSAL NUMBER THREE--RE-APPOINTMENT OF INDEPENDENT
AUDITORS.................................................. 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................ 9
BOARD OF DIRECTORS COMMITTEES AND REPORTS; DIRECTOR AND
EXECUTIVE COMPENSATION.................................... 10
Board Committees.......................................... 10
Summary of Directors' Compensation........................ 11
Audit Committee Report.................................... 12
Executive Officers........................................ 13
Executive Compensation.................................... 14
SHAREHOLDER RETURN PERFORMANCE PRESENTATION................. 23
SHAREHOLDER PROPOSAL--PVC USE IN MANUFACTURE OF MEDICAL
SUPPLIES.................................................. 24
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE..... 26
SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL GENERAL MEETING... 26
UNITED STATES SECURITIES AND EXCHANGE COMMISSION REPORTS.... 26
GENERAL..................................................... 26
APPENDIX: AUDIT COMMITTEE CHARTER........................... A-1
</TABLE>
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PROXY STATEMENT
2001 ANNUAL GENERAL MEETING OF SHAREHOLDERS
MARCH 27, 2001

INTRODUCTION

SOLICITATION OF PROXIES

This proxy statement and accompanying proxy card are furnished in connection
with the solicitation of proxies by and on behalf of the Board of Directors of
Tyco International Ltd. ("Tyco" or the "Company") in connection with the 2001
Annual General Meeting of Shareholders of Tyco to be held on March 27, 2001.
This proxy statement and the accompanying proxy card are being mailed to Tyco
shareholders on or about January 29, 2001.

COSTS OF SOLICITATION

The cost of solicitation of proxies will be paid by Tyco. Tyco has engaged
MacKenzie Partners, Inc. as the proxy solicitor for the meeting for an
approximate fee of $9,500. (All references to "$" in this proxy statement are to
United States dollars.) In addition to the use of the mails, certain directors,
officers or employees of Tyco may solicit proxies by telephone or personal
contact. Upon request, Tyco will reimburse brokers, dealers, banks and trustees,
or their nominees, for reasonable expenses incurred by them in forwarding proxy
materials to beneficial owners of common shares.

REGISTERED AND PRINCIPAL EXECUTIVE OFFICES

The registered and principal executive offices of Tyco are located at The
Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda. The
telephone number there is (441) 292-8674. The executive offices of Tyco's
principal United States subsidiaries are located at One Tyco Park, Exeter, New
Hampshire 03833. The telephone number there is (603) 778-9700.

OUTSTANDING VOTING SHARES

Notice of the meeting has been sent to all holders of record of Tyco common
shares at the close of business on January 19, 2001. On that date, there were
outstanding and entitled to vote - common shares, including - common
shares owned by subsidiaries of Tyco. Notice will also be mailed to shareholders
who become holders of record of common shares through March 20, 2001. Any
shareholder who does not receive a copy of the proxy statement and accompanying
proxy card may obtain a copy at the meeting or by contacting Tyco at
(441) 292-8674. All holders of record of Tyco's common shares on the date of the
meeting will be entitled to attend and vote at the meeting. A poll will be taken
on each proposal to be put to the meeting, and every holder of a common share
will be entitled to one vote per share on each proposal. Two holders of common
shares present in person or by proxy form a quorum for the transaction of
business.

For admission to the meeting, registered shareholders (those who own shares
in their own names) should come to the Registered Shareholders check-in area,
where their ownership will be verified. Those who have beneficial ownership of
shares held by a bank or broker (often referred to as "holding in street name")
should come to the Beneficial Owners check-in area. To be admitted, beneficial
owners must bring account statements or letters from their banks or brokers
showing that they own Tyco shares, but they will not be able to vote at the
meeting. Only holders of record may vote at the meeting. Beneficial shareholders
should instruct their broker or bank how to vote on their behalf. Registration
will begin at 9:00 a.m., and the meeting will begin at 9:30 a.m.

The proxy card that is being mailed with this proxy statement to holders of
record is also being sent to persons who have interests in Tyco shares through
participation in the stock funds of the Tyco retirement

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savings plans and employee stock purchase plans. Such persons are not eligible
to vote directly at the meeting. They may, however, instruct the trustees of
such plans how to vote the shares represented by their interests. The enclosed
proxy card will also serve as voting instructions for the trustees of the plans.

The affirmative vote of a majority of common shares represented and voting
at the meeting is required for the election of directors and the approval of the
other proposals. Pursuant to Bermuda law, (i) shares represented at the meeting
whose votes are withheld on any matter, (ii) shares which are represented by
"broker non-votes" (I.E., shares held by brokers or nominees which are
represented at the meeting but with respect to which the broker or nominee is
not empowered to vote on a particular proposal) and (iii) shares which abstain
from voting on any matter are not included in the determination of the shares
voting on such matter but are counted for quorum purposes. In accordance with
New York Stock Exchange rules, brokers and nominees are precluded from
exercising their voting discretion with respect to the approval and adoption of
any of the matters presented at the meeting, other than the election of
directors and the re-appointment of auditors.

VOTING YOUR PROXY

Shares represented by a properly executed proxy will be voted as directed on
the proxy card. In the absence of contrary direction from a shareholder, proxies
held by the chairman of the meeting will be voted FOR the election of
fourteen (14) directors, FOR approval of the amendment of the Tyco bye-laws to
enable the Board of Directors to set and approve director remuneration without
shareholder approval, FOR the re-appointment of Tyco's independent auditors and
authorization for the Board of Directors to fix the auditors' remuneration, and
AGAINST the shareholder proposal.

A registered shareholder may revoke a proxy by giving written notice of
revocation to Tyco's Secretary at Tyco's registered office at any time before it
is voted, by submitting a later-dated proxy or by attending the meeting and
voting in person.

A proxy card has been enclosed with this document.

Shareholders should complete and return the proxy card as soon as possible.
To be valid, the proxy card must be completed in accordance with the
instructions on it and received at any one of the addresses set forth below by
the times (being local times) and dates specified:

IN BERMUDA:

by 8:00 a.m. on March 27, 2001 by hand or mail at:

Tyco International Ltd.
The Zurich Centre
Second Floor, 90 Pitts Bay Road
Pembroke, HM 08, Bermuda

IN THE UNITED KINGDOM:

by 5:00 p.m. on March 26, 2001 by hand or mail at:

Tyco International Ltd.
c/o Tyco Holdings (UK) Limited
27th Floor, Tower 42
The International Financial Centre
25 Old Broad Street
London EC2N 1HQ
United Kingdom

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IN AUSTRALIA:

by 5:00 p.m. on March 26, 2001 by hand or mail at:

Tyco International Ltd.
c/o Tyco International Pty. Limited
Level 6
12 Help Street
Chatswood NSW 2067
Australia

IN THE UNITED STATES:

by 8:00 a.m. on March 27, 2001 by mail at:

Tyco International Ltd.
c/o ChaseMellon Shareholder Services, LLC
Midtown Station
P.O. Box 946
New York, NY 10138-0746
United States of America

PRESENTATION OF FINANCIAL STATEMENTS

In accordance with Section 84 of the Companies Act 1981 of Bermuda, Tyco's
audited consolidated financial statements for the fiscal year ended
September 30, 2000 will be presented at the meeting. These statements have been
approved by Tyco's directors. There is no requirement under Bermuda law that
such statements be approved by shareholders, and no such approval will be sought
at the meeting.

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COMPANY PROPOSALS
PROPOSAL NUMBER ONE--ELECTION OF DIRECTORS

NOMINEES FOR DIRECTOR

The election of directors will take place at the meeting. Each of the
directors elected will serve until the 2002 Annual General Meeting. All
nominees, other than Messrs. Penske, Swartz and Welch, are presently members of
the Board of Directors. Tyco's management is not aware of any reason why any of
the nominees will not be able to serve.

Election of the nominees to the Board of Directors will require the
affirmative vote of a majority of the votes cast by holders of common shares
represented at the meeting in person or by proxy.

Information as of November 30, 2000 regarding the nominees, including all
positions and offices with Tyco and their principal occupations and employment
during the past five years, is set forth below. Former Tyco refers to Tyco
International Ltd., a Massachusetts corporation at the time, that merged with a
wholly-owned subsidiary of ADT Limited, a Bermuda company, in July 1997. In the
merger, ADT Limited, as the continuing public company, changed its name to Tyco
International Ltd. Former Tyco became a wholly-owned subsidiary of Tyco and
changed its name to Tyco International (US) Inc.

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<TABLE>
<CAPTION>
% OF
OUTSTANDING
NUMBER OF COMMON
COMMON SHARES
DIRECTOR SHARES OWNED OWNED
NAME, PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS AGE SINCE BENEFICIALLY(1) BENEFICIALLY
-------------------------------------------------- --------- -------- --------------- ------------
<S> <C> <C> <C> <C>
John F. Fort, III*+............................ 59 1997 146,834(6)(15) (14)
Chairman of the Board of Directors, Insilco
Corp. (diversified manufacturer) (November
1998-present); Director, Thermadyne Holdings
Corp., Roper Industries Inc. and Manufacturer's
Services Ltd.; Director, Former Tyco (1982-1997)
Stephen W. Foss**.............................. 58 1997 146,694(7)(15) (14)
Chairman and Chief Executive Officer, Foss
Manufacturing Company, Inc. (manufacturer of
synthetic fibers and non-woven fabrics)
(1969-present); Director, Ameron International
Corp.; Director, Former Tyco (1983-1997)
Philip M. Hampton**+........................... 68 1997 70,471(8)(15) (14)
Co-Managing Director, R. H. Arnold & Co.
(investment bank) (April 1997-present); Chairman
of the Board, Metzler Corporation (investment
bank) (October 1989-March 1997); Director,
Former Tyco (1985-1997)
Wendy E. Lane*................................. 49 2000 5,429(9)(15) (14)
Chairman, Lane Holdings, Inc. (private equity
investment firm) (1992-present); Director,
Laboratory Corporation of America Holdings
James S. Pasman, Jr.**......................... 69 1992 27,147(10)(15) (14)
Director, CSAM Income Fund, Inc., CSAM Strategic
Global Income Fund, Inc. and Education
Management Corp.; Trustee, Deutsche Bank VIT
Funds; Director of approximately 50 funds in the
Warburg Pincus Funds Complex and the Credit
Suisse Institutional Funds Complex
Roger S. Penske................................ 63 -- 0 (14)
Founder and Chairman, Penske Corporation
(1969-present) (diversified transportation
services company); Chairman and Director, United
Auto Group, Inc. (1999-present); Vice-chairman
and director, International Speedway Corporation
(1999-present); Director, General Electric
Company and Delphi Automotive Systems
Corporation; Chairman, Detroit Investment Fund
(1998-present)
W. Peter Slusser**............................. 71 1992 27,439(11)(15) (14)
President, Slusser Associates, Inc. (investment
banking firm) (1988-present); Director, Ampex
Corporation and Sparton Corporation
</TABLE>

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------------------------

* Member of Audit Committee

** Member of Compensation Committee

+ Member of Corporate Governance and Nominating Committee

++ Lead Director

(1) The amounts shown are the number of common shares owned beneficially as of
November 30, 2000, based on information furnished by the persons named. A
person is deemed to be the beneficial owner of shares if such person, either
alone or with others, has the power to vote or to dispose of such shares.
Shares beneficially owned by a person include shares of which the person has
the right to acquire beneficial ownership within 60 days, including under
stock options that were exercisable on November 30, 2000 or that become
exercisable within 60 days after November 30, 2000. There were 1,745,384,259
Tyco common shares outstanding as of November 30, 2000.

(2) The amount shown includes 9,573,192 shares that Mr. Kozlowski has the right
to acquire through the exercise of stock options. The amount also includes
1,676,566 shares which are held by the KFT Family Partnership, L.P., of
which Mr. Kozlowski is the sole general partner; and 391,075 shares which
are held by the DCS Family Partnership L.P., of which Mr. Kozlowski controls
all the general partnership interest. The amount shown excludes 622,000
shares held in a charitable remainder trust, as to which Mr. Kozlowski
disclaims beneficial ownership. Mr. Kozlowski beneficially owns 200,000
shares of TyCom Ltd. ("TyCom"), a subsidiary of Tyco.

(3) The amount shown consists of 6,447,180 shares held by or on behalf of a
company controlled by the trustee of a family trust in which Lord Ashcroft
is beneficially interested and 21,862 shares that Lord Ashcroft has the
right to acquire through the exercise of stock options. Lord Ashcroft does
not beneficially own any shares of TyCom.

(4) The amount shown includes 115,392 shares held in two charitable remainder
trusts of which Mr. Berman is co-trustee and Mr. Berman and members of his
immediate family are life unitrust beneficiaries. The amount shown also
includes 29,290 shares that Mr. Berman has the right to acquire through the
exercise of stock options. The law firm of Kramer Levin Naftalis & Frankel
LLP has

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performed and continues to perform legal services for Tyco. Mr. Berman
beneficially owns 10,000 shares of TyCom.

(5) The amount shown includes 29,290 shares that Mr. Bodman has the right to
acquire through the exercise of stock options. Mr. Bodman beneficially owns
36,000 shares of TyCom.

(6) The amount shown includes 21,862 shares that Mr. Fort has the right to
acquire through the exercise of stock options. The amount shown also
includes 2,142 shares which are held by Mr. Fort as custodian for his child
and 3,000 shares held by his spouse. Mr. Fort beneficially owns 12,000
shares of TyCom.

(7) The amount shown includes 29,290 shares that Mr. Foss has the right to
acquire through the exercise of stock options. The amount shown also
includes 42,856 shares which are held by the Foss Manufacturing Company
Pension Plan and 15,000 shares which are held by the A.S. Foss Foundation.
Mr. Foss beneficially owns 5,000 shares of TyCom.

(8) The amount shown includes 15,471 shares that Mr. Hampton has the right to
acquire through the exercise of stock options. Mr. Hampton does not
beneficially own any shares of TyCom.

(9) The amount shown includes 2,277 shares that Ms. Lane has the right to
acquire through the exercise of stock options. Ms. Lane does not
beneficially own any shares of TyCom.

(10) The amount shown includes 23,299 shares that Mr. Pasman has the right to
acquire through the exercise of stock options. Mr. Pasman beneficially owns
5,000 shares of TyCom.

(11) The amount shown includes 19,909 shares that Mr. Slusser has the right to
acquire through the exercise of stock options. Mr. Slusser beneficially owns
1,000 shares of TyCom.

(12) The amount shown includes 140,000 shares which are held by Waterville
Partners, L.P. Mr. Walsh is a controlling stockholder of a corporate general
partner and holds a limited partnership interest in Waterville Partners,
L.P. Mr. Walsh beneficially owns 100,000 shares of TyCom.

(13) The amount shown includes 4,889,812 shares that Mr. Swartz has the right to
acquire through the exercise of stock options. The amount shown also
includes 418,188 shares held by a family partnership and 900 shares held in
custody for his children. Mr. Swartz beneficially owns 75,000 shares of
TyCom.

(14) Less than 1%.

(15) The amounts shown do not include options awarded as director compensation
for the fiscal year ending September 30, 2001, as follows:
Lord Ashcroft-options for 14,510 shares; Mr. Berman-options for 14,510
shares; Mr. Bodman-options for 14,510 shares; Mr. Fort-options for 10,000
shares; Mr. Foss-options for 14,510 shares; Mr. Hampton-options for 14,510
shares; Ms. Lane-options for 14,510 shares; Mr. Pasman-options for 14,510
shares; Mr. Slusser-options for 11,804 shares and Mr. Walsh-options for
14,510 shares. These options will become exercisable on October 3, 2001.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE NOMINEES LISTED ABOVE.

PROPOSAL NUMBER TWO--APPROVAL OF AN AMENDMENT OF TYCO'S BYE-LAWS TO
APPROVE DIRECTORS' REMUNERATION

Tyco's bye-laws require shareholder approval of payments to non-employee
directors for ordinary services as a director in an amount exceeding $25,000 per
year. Tyco is seeking shareholder approval to amend the bye-laws to provide that
director remuneration may be set by the Board without shareholder approval. The
remuneration to be paid for fiscal year 2001 assuming approval of this proposal
is described below in "Summary of Directors' Compensation."

Tyco needs the flexibility to pay directors in a manner comparable to
directors of similar companies in order to be able to continue to attract and
retain highly qualified directors. From time to time in the past, Tyco has
sought and received shareholder approval to pay directors amounts in excess of
$25,000, including in November 1999 when the maximum amount was set at $150,000
per year. After consulting with a nationally recognized consulting firm
specializing in Board compensation, an appropriate level for the fiscal year
2001 was determined. The requirement in the bye-laws to obtain shareholder
approval makes it difficult for Tyco to react in a timely manner to changes in
compensation practices. Moreover, companies

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similar to Tyco do not have similar procedures governing director compensation,
which could place Tyco at a competitive disadvantage in its ability to provide
competitive compensation to directors. Tyco's bye-laws include this provision
because it had been included in the bye-laws of ADT at the time of the merger of
Former Tyco into ADT on July 2, 1997, having been included in ADT's bye-laws
since their adoption in 1984 in accordance with the general practice followed by
companies with a primary listing on the London Stock Exchange. Approval of
amendment of the bye-laws requires the affirmative vote of a majority of the
votes cast by the holders of outstanding common shares represented at the
meeting in person or by proxy. If the amendment to the bye-laws is approved, the
Board, like the boards of companies similar to Tyco, will be able to set
director remuneration at competitive levels without timing difficulties.

FOR ALL THESE REASONS THE BOARD RECOMMENDS A VOTE FOR THE FOLLOWING RESOLUTION
TO AMEND TYCO'S BYE-LAWS TO ENABLE THE BOARD TO SET AND APPROVE DIRECTORS'
REMUNERATION WITHOUT SHAREHOLDER APPROVAL:

RESOLVED THAT the following amendments to the Company's bye-laws be approved:

A. paragraph (1) of bye-law 64 of the bye-laws of the Company shall be amended
by the deletion of the words "Company in General Meeting" and their
replacement by the word "Directors"; and

B. paragraphs (1) and (2) of bye-law 65 of the bye-laws of the Company shall be
deleted and replaced by the following:-

"(1) Each Director shall be entitled to receive such fees for his or her
services as a Director, if any, as the Directors may from time to time
determine, either in addition to or in lieu of any remuneration payable to
that Director in respect of any executive office or employment. Each
Director shall be paid or reimbursed for all expenses properly and
reasonably incurred by him or her in the conduct of the Company's business
or in the discharge of his or her duties as a Director.

(2) The Directors may from time to time determine that, subject to the
requirements of the Companies Acts, all or part of any fees or other
remuneration payable to any Director shall be provided in the form of shares
or other securities of the Company or any subsidiary of the Company, or
options or rights to acquire such shares or other securities, on such terms
as the Directors may decide."

PROPOSAL NUMBER THREE--RE-APPOINTMENT OF INDEPENDENT AUDITORS

In accordance with Section 89 of the Companies Act 1981 of Bermuda, Tyco's
shareholders have the authority to appoint Tyco's independent auditors and to
authorize the Board of Directors to fix the auditors' remuneration. At the
meeting, shareholders will be asked to re-appoint PricewaterhouseCoopers as
Tyco's independent auditors and to authorize the Board of Directors to fix their
remuneration. Audit services performed by PricewaterhouseCoopers for Tyco in
fiscal 2000 included the examination of the consolidated financial statements of
Tyco and its subsidiaries. Appointment of the independent auditors requires the
affirmative vote of a majority of the votes cast by the holders of outstanding
common shares represented at the meeting in person or by proxy.

Representatives of PricewaterhouseCoopers expect to be present at the
meeting. They will be given the opportunity to make a statement if they desire
to do so, and they will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS AS TYCO'S INDEPENDENT AUDITORS AND TO
AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE AUDITORS' REMUNERATION.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of Tyco common
shares by (i) those persons known by Tyco to own beneficially more than 5% of
Tyco's outstanding common shares; (ii) each of the executive officers named
under "Board of Directors Committees and Reports; Director and Executive
Compensation--Executive Compensation" below, other than Messrs. Kozlowski and
Swartz; and (iii) all directors and executive officers of Tyco as a group. See
"Company Proposals--Proposal Number One--Election of Directors--Nominees for
Director" on page 4 for the beneficial ownership of common shares by
Messrs. Kozlowski and Swartz and the other Tyco directors.

<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES % OF OUTSTANDING
OWNED COMMON SHARES
BENEFICIAL OWNER BENEFICIALLY(1) OWNED BENEFICIALLY
---------------- --------------- ------------------
<S> <C> <C>
AXA Financial, Inc.(2)...................................... 135,898,521 7.8%
1290 Avenue of the Americas
New York, New York 10104

FMR Corp.(3)................................................ 93,858,285 5.4%
82 Devonshire Street
Boston, Massachusetts 02109

Neil R. Garvey.............................................. 453,000(4) *

Juergen W. Gromer........................................... 420,386(5) *

Richard J. Meelia........................................... 874,276(6) *

All current directors and executive officers as a group (18 29,159,032(7) 1.7%
persons)..................................................
</TABLE>

------------------------

* Less than 1%

(1) The amounts and percentages shown are amounts and percentages owned
beneficially as of November 30, 2000 (except for AXA Financial, Inc. and FMR
Corp., where the amounts are as of December 31, 1999), based on information
furnished or publicly disclosed by the persons named. A person is deemed to
be the beneficial owner of shares if such person, either alone or with
others, has the power to vote or to dispose of such shares. Shares
beneficially owned by a person include shares that the person has the right
to acquire under stock options that were exercisable on November 30, 2000 or
that become exercisable within 60 days after November 30, 2000. There were
1,745,384,259 Tyco common shares outstanding as of November 30, 2000.

(2) The amount shown and the following information is derived from Amendment No.
2 to Schedule 13G dated February 10, 2000 filed jointly on behalf of AXA
Financial, Inc. (formerly known as The Equitable Companies Incorporated),
AXA, and four French mutual insurance companies (AXA Assurances I.A.R.D.
Mutuelle, AXA Assurances Vie Mutuelle, AXA Conseil Vie Assurance Mutuelle,
AXA Courtage Assurance Mutuelle) as a group. Each of the French mutual
insurance companies and AXA has sole voting power over 60,743,938 of such
shares, shared voting power over 39,696,558 of such shares, sole dispositive
power over 134,625,430 of such shares and shared dispositive power over
1,180,799 of such shares. AXA Financial, Inc. has sole voting power over
60,352,204 of such shares, shared voting power over 39,696,558 of such
shares, sole dispositive power over 134,235,596 of such shares and shared
dispositive power over 1,178,899 of such shares. The shares are beneficially
owned directly by AXA entities or subsidiaries of AXA Financial, Inc. as
follows: AXA Investment Managers (France) (376,440 shares), AXA Sun Life &
Provincial Holdings plc (U.K.) (3,194 shares), AXA Royal Belge (Belgium)
(10,200 shares), AXA Rosenberg (U.S.) (1,900 shares), Alliance Capital
Management L.P. (132,204,562 shares), Donaldson, Lufkin & Jenrette
Securities Corporation (1,191,660 shares), The Equitable Life Assurance
Society of the United States (522,700 shares) and Wood, Struthers & Winthrop
management Corporation (1,587,865 shares). The

9
<PAGE>
address of AXA is 9, Place Vendome, 75001, Paris, France. The addresses of
the French mutual companies are as follows: AXA Conseil Vie Assurance
Mutuelle, 100-101 Terrasse Boieldieu, 92042, Paris La Defense, France; AXA
Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle, 21,
rue de Chateaudun, 75009, Paris, France; and AXA Courtage Assurance
Mutuelle, 26, rue Louis le Grand, 75002, Paris, France.

(3) The amount shown and the following information is derived from Amendment No.
4 to Schedule 13G dated February 14, 2000 filed jointly on behalf of FMR
Corp. ("FMR"), Edward C. Johnson 3d and Abigail P. Johnson. According to the
Schedule 13G, Fidelity Management and Research Company ("Fidelity"), a
wholly-owned subsidiary of FMR, is the beneficial owner of 90,396,505 shares
as a result of acting as investment adviser to various investment companies.
Mr. Johnson, FMR and the funds each has sole power to dispose of the
90,396,505 shares, but neither FMR nor Mr. Johnson has the sole power to
vote or direct the voting of the shares owned directly by the funds, which
power resides with the funds' boards of trustees and is carried out by
Fidelity. Fidelity Management Trust Company, a wholly-owned subsidiary of
FMR, is the beneficial owner of 3,460,380 shares as a result of its serving
as investment manager of institutional accounts. Mr. Johnson and FMR each
has sole dispositive power over all 3,460,380 of such shares, sole power to
vote or direct the voting of 2,441,325 of such shares, and no power to vote
or direct the voting of 1,109,055 of such shares, which are owned by
institutional accounts. Fidelity International Limited, which is independent
of FMR but has certain common ownership, is the beneficial owner of 1,400
shares.

(4) The amount shown includes 368,888 shares that Mr. Garvey has the right to
acquire through the exercise of stock options. Mr. Garvey beneficially owns
35,000 shares of TyCom.

(5) The amount shown includes 134,373 shares that Dr. Gromer has the right to
acquire through the exercise of stock options. Dr. Gromer beneficially owns
1,000 shares of TyCom.

(6) The amount shown includes 608,971 shares that Mr. Meelia has the right to
acquire through the exercise of stock options. Mr. Meelia beneficially owns
20,000 shares of TyCom.

(7) The amount shown includes 16,811,717 shares that these persons have the
right to acquire through the exercise of stock options. These persons
beneficially own 610,000 shares of TyCom in the aggregate.

BOARD OF DIRECTORS COMMITTEES AND REPORTS; DIRECTOR AND EXECUTIVE COMPENSATION

BOARD COMMITTEES

The Board of Directors held six meetings during fiscal 2000. Each director
attended at least 75% of the aggregate of: (1) the number of Board meetings held
during the period in which he or she has been a director and (2) the number of
meetings of all committees on which he or she served (held during the periods
that he or she served).

The Board has an Audit Committee, which makes such recommendations to the
Board as it deems appropriate, including recommendations as to the appointment
of independent auditors. The Audit Committee had four official meetings and
several informal discussions in fiscal 2000. The Audit Committee Charter is
attached as Appendix A hereto and the Audit Committee Report is set forth below.

The Board has a Compensation Committee, which approves all of the policies
under which compensation is awarded to Tyco's Chief Executive Officer, reviews
and, as required, approves such policies for executive officers and key
managers, and oversees the administration of executive compensation programs.
The Compensation Committee had two official meetings and several informal
discussions during fiscal 2000. The Compensation Committee Report is included
below.

The Board has a Corporate Governance and Nominating Committee, which is
responsible for evaluating the Board's structure, personnel and processes and
makes recommendations to the full Board regarding nominations of individuals for
election to the Board of Directors. The Committee will consider nominations
submitted by shareholders. To recommend a nominee, a shareholder should write to
Tyco's Secretary at Tyco's registered address in Pembroke, Bermuda. Any such
recommendation must include the

10
<PAGE>
name and address of the candidate, a brief biographical description or statement
of the qualifications of the candidate and the candidate's signed consent to
serve as a director if elected. Under Tyco's bye-laws, generally no person is
eligible for election to the office of director at any general meeting unless,
not less than six and not more than 28 calendar days before the day of the
meeting, there has been given to the Secretary notice in writing by a
shareholder (not being the person to be proposed) entitled to attend and vote at
the meeting and the signed consent of the nominee to serve as a director.
Corporate Governance and Nominating Committee members communicated with one
another informally, but did not hold a formal meeting in fiscal 2000.

The Lead Director position, held by a non-employee director, is responsible
for coordinating with the Chairman to establish the Board's agenda and the
nomination of new directors and their committee assignments, coordinating the
evaluation of the Chairman and all directors, and acting as the lead
non-employee director.

SUMMARY OF DIRECTORS' COMPENSATION

Tyco shareholders have approved remuneration of up to $150,000 per annum for
Tyco's non-employee directors. A nationally recognized consulting firm was asked
to analyze remuneration paid to directors at companies of similar size and
complexity as Tyco to help establish Board remuneration. Shareholders are now
being asked to vote on a proposal that would amend the bye-laws to enable the
Board to set and approve directors' remuneration (see "Company
Proposals--Proposal Number Two--Amendment of Tyco's Bye-Laws to Approve
Directors' Remuneration"). If shareholders approve Proposal Number Two, the
Board has designated that each non-employee director would receive a total
compensation package for fiscal year 2001 as follows: a $75,000 cash retainer
and options to purchase 10,000 Tyco common shares. Each employee director will
receive only the cash remuneration.

Non-employee directors may make an irrevocable election each year to receive
some or all of their annual cash retainer in one or more of the following forms
(both currently and in the event of the approval of Proposal Number Two):
(i) phantom Tyco common shares under a deferred compensation plan,
(ii) interest in a director's trust that is invested in Tyco common shares, or
(iii) Tyco stock options. Under the deferred compensation plan, each account is
credited with an amount equal to the dividends that would have been earned on
the shares if owned. Participants receive payments from their account in cash in
either a lump sum or up to ten annual installments. The lump sum is payable, at
the prior election of the director, a minimum of 5 years after deferral while a
director remains a member of the Tyco Board. For a director who has ceased to be
a member of the Tyco Board, the lump sum is payable, or the annual installments
will commence, at the election of a director, at any time after termination of
service (or upon termination of service if a director is age 70 or older).
Shares held in a director's account under the director's trust are owned by the
director, may be voted by him and may be withdrawn or sold at any time. Any
shares remaining in the account at the time the director terminates his service
on the Tyco Board will be distributed to him at that time.

The fiscal 2000 compensation package for directors (other than
Mr. Kozlowski who does not receive the option award but did receive $65,000 in
cash for his services as a director and Ms. Lane who became a director later in
the fiscal year) consisted of $65,000 in cash and 4,555 stock options. The
options, granted to all non-employee directors on October 18, 1999, had an
exercise price of $41.19735 per share. Messrs. Ashcroft, Berman, Bodman, Fort,
Foss, Hampton, Pasman, Slusser and Walsh elected to receive all or a portion of
their cash retainer for fiscal 2000 in stock options and were granted options to
purchase 4,555, 4,555, 4,555, 4,555, 4,555, 4,555, 2,278, 1,402 and 4,555 Tyco
common shares, respectively, at an exercise price of $41.19735 per share (the
fair market value on the date of grant). Ms. Lane, who was elected as a director
on April 19, 2000, received a pro-rata option grant of 2,278 options with a
vesting date of April 19, 2001 and elected to receive a pro-rata option award of
2,277 options (100% vested but not exercisable until April 19, 2001) in lieu of
her pro-rata cash retainer. These options had an exercise price of $44.4495, the
fair market value of shares on the date of grant. Under the terms of the
director restoration option described below, Mr. Walsh received 10,593 options
on November 4, 1999 with an exercise price of

11
<PAGE>
$40.3051 and an expiration date equal to that of the options they restored.
Mr. Hampton also received a restoration option grant of 6,361 options on
February 2, 2000 with an exercise price of $40.9203 and an expiration date equal
to that of the options they restored.

At the time of the initial public offering of TyCom Ltd. common shares on
July 26, 2000, each non-employee Tyco director received a grant of options to
purchase 7,000 common shares of TyCom. The grant price was the initial public
offering price of $32.00. The TyCom options vest on July 26, 2001 and have a
term of ten years.

In October 2000, each director (other than Mr. Kozlowski) was granted a
stock option with respect to compensation for fiscal 2001, to purchase 10,000
Tyco common shares at an exercise price of $50.6648 per share, the fair market
value on the date of grant. All non-employee directors other than Messrs. Fort
and Slusser elected to receive their full fiscal 2001 cash retainer in the form
of options and as a result received options to purchase 4,510 Tyco common
shares. Mr. Slusser elected to receive a portion of his retainer in options and
as a result received options to purchase 1,804 Tyco common shares. Mr. Fort did
not receive any elective options. Each option has an exercise price of $50.6648
per share. Options are granted under the Tyco International Ltd. Long Term
Incentive Plan and have a term of ten years from date of grant. The 10,000
options that all non-employee directors received will vest and become
exercisable on October 3, 2001. The options that directors elect to receive in
lieu of cash retainer are immediately vested, but not exercisable until one year
from the grant date of October 3, 2000. The exercise price per share under all
such options is equal to the fair market value of a Tyco common share at the
time of grant. Each such option provides for an automatic grant of a restoration
option to the extent the director uses Tyco common shares towards payment of
his/her option exercise price. The 2001 director compensation was determined
consistent with the proposed change in the bye-laws described above.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is composed of three
independent directors and operates under a written charter adopted by the Board
of Directors.

Management is responsible for Tyco's internal controls, financial reporting
process and compliance with laws and regulations and ethical business standards.
The independent accountants are responsible for performing an independent audit
of Tyco's consolidated financial statements in accordance with generally
accepted auditing standards and to issue a report thereon. The Committee's
responsibility is to monitor and oversee these processes.

In this context, the Committee has met and held discussions with management
and the independent auditors. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles in the United States, and the Committee
has reviewed and discussed the consolidated financial statements with management
and the independent accountants. The Committee discussed with the independent
auditors matters required to be discussed by Statement on Auditing Standards No.
61 (Communication with Audit Committees).

Tyco's independent auditors also provided to the Committee the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees), and the Committee discussed
with the independent accountants that firm's independence.

Based upon the Committee's review and discussions referred to above, the
Committee recommended that the Board of Directors include the Company's audited
consolidated financial statements in Tyco's Annual Report on Form 10-K for the
year ended September 30, 2000 filed with the Securities and Exchange Commission.

Submitted by the Audit Committee,
John F. Fort, III (Chairman)
Richard S. Bodman
Wendy E. Lane

12
<PAGE>
EXECUTIVE OFFICERS

Tyco's executive officers and executive officers of certain subsidiaries are
as follows (ages as of January 29, 2001):

L. Dennis Kozlowski, age 54, Chairman of the Board, President and Chief
Executive Officer since July 1997. Executive Chairman and Director of TyCom
since July 2000. Chairman of the Board of Former Tyco from January 1993 to
July 1997; Chief Executive Officer of Former Tyco since July 1992; President of
Former Tyco since 1989; associated with Former Tyco since 1975.

Mark A. Belnick, age 54, Executive Vice President and Chief Corporate
Counsel since September 1998. Prior to joining Tyco, Mr. Belnick was a senior
partner at the international law firm of Paul, Weiss, Rifkind, Wharton &
Garrison since 1987.

Jerry R. Boggess, age 56, President of Tyco Fire and Security Services since
August 1993. Vice President of Former Tyco since February 1996; associated with
Former Tyco since 1968.

Neil R. Garvey, age 45, President, Chief Executive Officer and Director of
TyCom Ltd. since July 2000. President of TyCom (US) Inc. (formerly Tyco
Submarine Systems Ltd.) from July 1997 to July 2000. President of Simplex
Technologies from July 1995 to June 1997; Vice President of Sales and Marketing
of Simplex Technologies from June 1992 to July 1995; associated with Former Tyco
since 1979.

Juergen W. Gromer, age 56, President of Tyco Electronics since April 1999;
Senior Vice President, Worldwide Sales and Service, of AMP Incorporated
(acquired by Tyco in April 1999) from 1998 to April 1999; President, Global
Automotive Division, and Corporate Vice President of AMP from 1997 to 1998; Vice
President and General Manager of various divisions of AMP from 1990 to 1997.

Stephen B. McDonough, age 47, President of Tyco Flow Control Products and
Services since November 2000. President of Tyco Plastics and Adhesives since
May 1997. President of A&E Molded Products from January 1997 to May 1997; Vice
President and General Manager of Ludlow Laminating and Coating from July 1991 to
January 1997; associated with Former Tyco since 1981.

Richard J. Meelia, age 51, President of Tyco Healthcare Group since 1995.
Group President of Kendall Healthcare Products Company (acquired by Former Tyco
in October 1994) from January 1991 to 1995.

Mark H. Swartz, age 40, Executive Vice President and Chief Financial Officer
since July 1997. Vice President and Director of TyCom since July 2000. Vice
President and Chief Financial Officer of Former Tyco since February 1995;
Director of Mergers and Acquisitions of Former Tyco from 1993 to 1995;
associated with Former Tyco since 1991.

13
<PAGE>
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below presents the annual and long-term compensation for services
in all capacities to Tyco and its subsidiaries for the periods shown for Tyco's
Chief Executive Officer and the other four most highly compensated executive
officers of Tyco during fiscal 2000 (the "Named Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------
TYCOM
ANNUAL COMPENSATION(1) TYCO SHARES SHARES
---------------------------------- RESTRICTED UNDERLYING UNDERLYING
CASH STOCK STOCK STOCK STOCK ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS(3) BONUS(4) AWARD(S)(5) OPTIONS OPTIONS COMPENSATION(6)
------------------------- ---- ---------- ---------- ---------- ----------- ----------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L. DENNIS KOZLOWSKI...... 2000 $1,350,000 $2,800,000 $21,207,540 5,107,158 800,000 $527,152
CHAIRMAN & CEO, 1999 1,350,000 3,200,000 25,707,178 6,621,834 387,001
TYCO
INTERNATIONAL LTD. 1998 1,250,000 2,500,000 20,140,000 3,832,800 901,002

JUERGEN W. GROMER(2)..... 2000 625,000 7,987,183 $4,899,762 474,380 0
PRESIDENT, TYCO
ELECTRONICS

NEIL R. GARVEY........... 2000 475,000 7,273,724 1,389,711 463,860 1,000,000 213,791
PRESIDENT AND CEO, 1999 425,000 1,940,000 570,996 178,500 195,076
TyCom Ltd. 1998 400,000 1,675,000 787,313 84,761

RICHARD J. MEELIA........ 2000 600,000 800,000 774,878 128,800 335,910
PRESIDENT, TYCO
HEALTHCARE 1999 567,980 2,619,900 3,246,355 790,564 137,829
GROUP 1998 500,000 1,064,013 1,163,068 100,000 149,477

MARK H. SWARTZ........... 2000 768,750 1,400,000 10,603,770 2,535,999 500,000 292,487
EVP & CFO, TYCO 1999 750,000 1,600,000 12,029,641 2,976,480 150,014
INTERNATIONAL LTD. 1998 559,500 1,250,000 10,070,000 2,764,666 256,878
</TABLE>

------------------------

(1) Under the Tyco Deferred Compensation Plan or, in the case of Mr. Garvey, the
TyCom Deferred Compensation Plan, the amount of total salary and bonus that
has been deferred for fiscal 2000 is as follows: Mr. Garvey: $2,886,862;
Mr. Swartz: $1,814,375, and Mr. Meelia: $700,000. The amounts shown for
Messrs. Kozlowski and Swartz include that portion of their compensation that
is allocated to and paid by TyCom Ltd. None of the Named Officers had other
annual compensation in excess of $50,000.

(2) Dr. Gromer was not an executive officer prior to fiscal year 2000.
Dr. Gromer's salary and bonus are designated in U.S. dollars, but he is paid
in German Marks.

(3) The bonus amounts shown in the table for Messrs. Kozlowski and Swartz
reflect annual bonus payments that were based on Tyco performance during
fiscal 2000 as determined using performance objectives established early in
the fiscal year and on the TyCom initial public offering. The bonus amounts
shown in the table for Dr. Gromer and Mr. Meelia reflect annual bonus
payments that were based solely on the performance of their respective Tyco
divisions during fiscal 2000, as determined using performance objectives
established early in the fiscal year; except that the bonus amount for
Mr. Meelia also includes an incentive bonus for performance related to the
acquisition of Mallinckrodt. The bonus amount for Mr. Garvey includes an
annual bonus payment that was based on the performance of TyCom (formerly
the Telecommunications division of Tyco) during the period October 1, 1999
through the end of the fiscal year, as determined using performance
objectives established early in Tyco's fiscal year, as well as a special
performance bonus related to the initial public offering of TyCom.

(4) For fiscal 2000, certain bonuses were payable in the form of common shares
as follows: Dr. Gromer--92,364 shares, Mr. Garvey--26,528 shares (13,375
shares that vested on September 30, 2000 and 13,153 shares that vested on
October 24, 2000), and Mr. Meelia--14,607 shares. The amount listed in the
table reflects the fair market value of the shares ($53.0484) on the date
shares vested (October 24, 2000); except that the value for Mr. Garvey's
shares that vested on September 30, 2000 ($51.7358) is the average fair
market value for Friday, September 29 and Monday, October 2, 2000.

14
<PAGE>
(5) Restricted shares in which specific performance criteria (E.G., increase in
earnings per share (EPS) that is a minimum of 22.5% over the prior year)
determines the number of shares that vest for the fiscal year. Any shares
not vested within three years are forfeited. Recipients of all restricted
shares have the right to vote such shares and receive dividends. The value
shown is the value on the date of the grant ($35.3459 on January 5, 2000).
(6) The amounts shown in the table reflect Tyco contributions made on behalf of
the Named Officers under Tyco's qualified and non-qualified defined
contribution plans, as follows:

<TABLE>
<CAPTION>
COMPANY MATCHING CONTRIBUTION COMPANY CONTRIBUTION
NAME (QUALIFIED PLAN) (NON-QUALIFIED PLAN)
---- ----------------------------- --------------------
<S> <C> <C>
Mr. Kozlowski.................. $11,900 $306,600
Mr. Garvey..................... 11,900 156,275
Mr. Meelia..................... 8,834 209,099
Mr. Swartz..................... 8,073 113,375
</TABLE>

The amount shown in the table for Mr. Kozlowski also includes interest
credited on deferred compensation in excess of 120% of the applicable
federal long-term rate of $143,652 and director's fees of $65,000. The
amounts shown in the table for Messrs. Garvey, Swartz and Meelia also
include interest credited on deferred compensation in excess of 120% of the
applicable federal long-term rate of $45,616, $171,039 and $114,510,
respectively. The amount shown in the table for Mr. Meelia also includes a
taxable life insurance premium of $1,518 and a matching contribution under
the Employee Stock Purchase Plan of $1,950.

OPTION GRANTS IN FISCAL 2000

The following table shows all grants of stock options to the Named Officers
during fiscal 2000 under the Tyco International Ltd. Long Term Incentive Plan
("LTIP") and the TyCom Ltd. Long Term Incentive Plan ("TyCom LTIP").

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------------------
PERCENT OF TOTAL
NO. OF SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
EQUITY OPTIONS EMPLOYEES IN PRICE PRESENT
NAME TYPE GRANTED FISCAL YEAR(9) ($/SHARE) EXPIRATION DATE VALUE(12)
---- -------- ----------------- ---------------- --------- ---------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
L. Dennis Kozlowski........... TYC 20,000(1) 0.07% $50.8125 10/1/2009 $ 270,400
TYC 392,000(1)(2) 1.29 41.1974 10/17/2009(10) 4,319,840
TYC 744,000(1) 2.45 35.3459 1/4/2010(11) 7,209,360
TYC 20,000(1) 0.07 50.0000 3/22/2010 296,800
TYC 300,000(3) 0.99 53.0000 4/17/2010 2,673,000
TYC 300,000(3) 0.99 65.0000 4/17/2010 1,815,000
TYC 300,000(3) 0.99 75.0000 4/17/2010 1,323,000
TYC 1,502,467(4) 4.95 58.2843 7/17/07--1/4/10 25,511,890
TYC 1,255,602(4) 4.14 56.8342 7/17/07--1/4/10 20,792,769
TYC 273,089(4) 0.90 55.2500 7/17/07--1/4/10 4,396,733
TCM 800,000(5) 3.69 32.0000 7/25/2010 12,248,000
Juergen W. Gromer............. TYC 24,380(6) 0.08 41.1974 10/17/2009 268,668
TYC 50,000(7) 0.16 36.4051 1/9/2010 468,500
TYC 400,000(7) 1.32 43.6234 4/17/2010 4,760,000
Neil R. Garvey................ TYC 13,860(6) 0.05 41.1974 10/17/2009 152,737
TYC 400,000(7) 1.32 41.1974 10/17/2009 4,024,000
TYC 50,000(7) 0.16 36.4051 1/9/2010 468,500
TCM 1,000,000(5) 4.61 32.0000 7/25/2010 15,310,000
Richard J. Meelia............. TYC 78,800(6) 0.26 41.1974 10/17/2009 868,376
TYC 50,000(7) 0.16 36.4051 1/9/2010 468,500
Mark H. Swartz................ TYC 196,000(1)(8) 0.65 41.1974 10/17/2009(10) 2,159,920
TYC 372,000(1)(8) 1.23 35.3459 1/4/2010(10) 3,604,680
TYC 150,000(3) 0.49 53.0000 4/17/2010 1,336,500
TYC 150,000(3) 0.49 65.0000 4/17/2010 907,500
TYC 150,000(3) 0.49 75.0000 4/17/2010 661,500
TYC 368,197(4) 1.21 58.2843 7/17/2007 6,251,985
TYC 944,398(4) 3.11 56.8342 7/17/07--1/4/10 15,639,231
TYC 205,404(4) 0.68 55.2500 10/17/09--1/4/10 3,307,004
TCM 500,000(5) 2.31 32.0000 7/25/2010 7,655,000
</TABLE>

15
<PAGE>
Certain options granted to the Named Officers include a restoration feature
whereby participants receive options to replace exercised options or shares, if
the shares or share proceeds (1) are used to pay the exercise price of stock
options, (2) are applied to satisfy tax withholding obligations or repay
indebtedness to the Company or (3) are sold by trusts for tax planning purposes.
In certain cases, restoration options are granted to an executive who has sold
vested restricted shares to the Company or a subsidiary thereof, enabling the
executive to maintain the level of his equity interest in Tyco. Restoration
options are granted at an exercise price which is equal to the market price of
Tyco common shares on the day such restoration options are granted.

(1) Restoration options having the following terms: granted at fair market
value; immediately vested, but not exercisable for two months; term equal to
ten years.

(2) Options transferred to the DCS Family Partnership L.P.

(3) Performance-based options with exercise prices of approximately 21.5%, 49%,
and 72% above fair market value on the date of grant. Vesting is contingent
upon Tyco's achievement of earnings per share growth over fiscal 1999
results of 40% (to vest one-third), 70% (to vest two-thirds), and 100% (to
vest 100%). The earliest some or all of the options may vest is October 1,
2002, or as of the end of any fiscal year thereafter in which the specified
performance goal is achieved. Options will vest on the eighth anniversary of
the grant if vesting based on performance has not already occurred, provided
the optionee remains an active employee.

(4) Restoration options having the following terms: granted at fair market
value; immediately vested, but not exercisable for two months; term equal to
the remaining term of the replaced options.

(5) Options to purchase common shares of TyCom Ltd. granted as of the date of
the initial public offering of TyCom at the initial public offering price,
vesting 25% per year over a period of four years, with a term of ten years.

(6) Restoration options having the following terms: granted at fair market
value; immediately vested; term equal to ten years.

(7) Options granted at fair market value on the date of the grant; vesting 100%
at the end of three years; and with a term of ten years.

(8) Options transferred to the KMS Family Partnership L.P.

(9) For equity type "TYC", represents the percentage of all options granted in
fiscal 2000 under the LTIP and the Tyco International Ltd. Long Term
Incentive Plan II. For equity type "TCM", represents the percentage of all
options granted in fiscal 2000 under the TyCom LTIP and the TyCom Ltd.
Founders' Share Option Program.

(10) Options transferred to a family partnership, which then exercised the
options during fiscal 2000.

(11) Options exercised during fiscal 2000.

(12) All options other than the performance-based options are granted at an
exercise price equal to the market value of Tyco common shares (or, as
applicable, TyCom's common shares) on the date of grant. (See footnote
(3) for performance-based options.) Therefore, if there is no appreciation
in that market value, no value will be realizable. As permitted by the rules
of the United States Securities and Exchange Commission, Tyco chose the
Black-Scholes option pricing model to estimate the grant date present value
of the options set forth in this table. The following assumptions were used
for Tyco options: expected life of three years; interest rates of
5.9%--6.53%, which represent the yield of a zero coupon Treasury strip with
a maturity date similar to the assumed exercise period; assumed annual
volatility of underlying shares of 28.74%--33.52%, calculated based on
36 months of historical Tyco share price movement; quarterly dividend
payment of $0.0125 per share; and the vesting schedule listed for the option
grant. The following assumptions were used for TyCom options:

16
<PAGE>
expected life of four years; interest rate of 6.07%, which represents the
yield of a zero coupon Treasury strip with a maturity date similar to the
assumed exercise period; assumed annual volatility of underlying shares of
60%, based on average volatility of industry peers; no current dividend
payment; and the vesting schedule listed for the option grant.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES

Shown below is information with respect to aggregate option exercises by the
Named Officers in the fiscal year ended September 30, 2000 and with respect to
unexercised stock options held by them at September 30, 2000.

<TABLE>
<CAPTION>
NO. OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED,
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR END HELD AT FISCAL YEAR END(1)
TYPE OF ACQUIRED VALUE --------------------------- ----------------------------
NAME EQUITY ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ----------- ----------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
L. Dennis Kozlowski... TYC 744,000 $16,558,701 5,775,834 3,931,158 $10,710,320 $ 0
TYC 40,000(2) 530,127 -- -- -- --
TYC 2,392,000(3) 82,828,516 -- -- -- --
TCM -- -- 0 800,000(4) 0 4,840,160

Juergen Gromer........ TYC -- -- 110,112 1,050,000 2,597,120 13,900,005

Neil R. Garvey........ TYC -- -- 342,360 600,000 10,738,453 9,167,410
TCM -- -- 0 1,000,000(4) 0 6,050,200

Richard J. Meelia..... TYC 125,000 4,403,194 561,031 633,333 12,851,909 11,998,202

Mark H. Swartz........ TYC -- -- 2,664,480 2,301,332 5,525,196 10,855,222
TYC 1,567,999(5) 48,840,326 -- -- -- --
TCM -- -- 0 500,000(4) 0 3,025,100
</TABLE>

--------------------------

(1) Based on the volume weighted average price on September 29, 2000 of Tyco
common shares of $52.2532 and of common shares of TyCom Ltd. of $38.0502.

(2) Shares issued on exercise of options transferred by Mr. Kozlowski to the KFT
Family Partnership L.P.

(3) Shares issued on exercise of options transferred by Mr. Kozlowski to the DCS
Family Partnership L.P.

(4) Options to purchase common shares of TyCom Ltd.

(5) Shares issued on exercise of options transferred by Mr. Swartz to the KMS
Family Partnership L.P.

CERTAIN DEFINED BENEFIT PLANS

Mr. Kozlowski, Mr. Swartz and Dr. Gromer participate in defined benefit or
actuarial retirement plans ("pension plans") maintained by Tyco or a subsidiary.
Messrs. Kozlowski and Swartz participate in individual Executive Retirement
Arrangements maintained by Tyco (the "ERA"). Under the ERA, Mr. Kozlowski has a
fixed lifetime benefit commencing at his normal retirement age of 65 that has a
present value of $315,983 monthly. Mr. Swartz's fixed lifetime benefit at his
normal retirement age of 65 has a present value of $144,135 monthly. Retirement
benefits are available at earlier ages and alternative forms of benefits can be
elected. Any such variations would be actuarially equivalent to the fixed
lifetime benefit starting at age 65.

All eligible employees of Tyco Electronics paid in Germany are entitled to
receive retirement benefits from Tyco. Tyco has established a pension benefit
plan solely for this purpose. Dr. Gromer, as an employee of Tyco Electronics in
Germany, is entitled to receive from Tyco upon retirement at age 65 a defined
pension benefit that is determined primarily based on his annualized monthly
base salary as of three years prior to the date of his retirement, and his years
of service with Tyco at the time of his retirement.

17
<PAGE>
The following table sets forth the estimated annual benefits payable under
the pension plan for the compensation amounts and the years of credited service
specified in the table. Under the pension plan, no more than a maximum of
30 years of credited service may be recognized for benefit accrual purposes.

<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE AND RELATED ESTIMATED ANNUAL BENEFITS
PAYABLE UPON RETIREMENT
-----------------------------------------------------------------
COMPENSATION 15 20 25 30
--------------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
$495,245 $194,102 $260,609 $327,115 $393,622
$520,007 $204,660 $274,686 $344,712 $414,738
$544,769 $215,218 $288,764 $362,310 $435,855
$569,531 $225,776 $302,842 $379,906 $456,971
$594,294 $236,335 $316,919 $397,504 $478,088
</TABLE>

AMOUNTS ARE CONVERTED FROM GERMAN MARKS USING A CONVERSION RATIO OF
2.2227 USD TO 1 GM.

The annual benefits shown in the table assume the employee would receive his
or her retirement benefits under the pension plan in the form of a straight life
annuity upon normal retirement at age 65. The retiree is required to pay medical
and long-term care insurance, as well as taxes, from the benefits provided under
the pension plan. In addition to this pension, a pension benefit for eligible
employees of Tyco Electronics in Germany, including Dr. Gromer, is funded
through insurance purchased by Tyco. At September 30, 2000, Dr. Gromer had
accrued a taxable pension payable at retirement through this insurance in the
amount of $3,240 annually. This amount is subject to increase in future periods
only to the extent of dividends paid by the insurance.

The compensation of Dr. Gromer covered by the pension plan would be the base
salary amount that would be noted in the "Salary" column of the executive
compensation table on page 14, less statutory payments for specified holiday and
vacation time. Dr. Gromer's current covered compensation is $495,245.

As of September 30, 2000, for purposes of calculating benefits accrued under
the pension plan, Dr. Gromer has 22 years and 9 months of credited service with
Tyco.

EMPLOYMENT CONTRACTS, TERMINATION AGREEMENTS, CHANGE OF CONTROL ARRANGEMENTS

None of the Named Officers has an employment contract, termination
agreement, or change of control arrangement. Mr. Garvey entered into a
non-competition and confidentiality agreement with TyCom as a condition of
receiving TyCom options at the time of TyCom's intial public offering.

EXECUTIVE LIFE INSURANCE PROGRAM

Tyco has agreed to provide executive life insurance coverage for
Messrs. Kozlowski and Swartz with premiums paid over a period of ten years. The
premium payments will be made even if either executive should terminate
employment with Tyco during this period. Tyco is in the process of securing the
insurance coverage and no insurance premiums have yet been paid.

RELATED PARTY TRANSACTIONS

The 1983 Key Employee Corporate Loan Program, as amended, funded by Tyco
International (US) Inc., encourages ownership of Tyco common stock on favorable
terms. Loans are primarily used for the payment of taxes due as a result of the
vesting of ownership of shares granted under Tyco's restricted share ownership
plan.

18
<PAGE>
The Compensation Committee administers the loan program. The Compensation
Committee authorizes loans, which may not exceed the amount allowable as
provided by any regulation of the United States Treasury or other state or
federal statute. Loans may be required to be secured by Tyco common shares owned
by the employee or may be unsecured. Loans under the loan program generally bear
interest at Tyco's incremental short-term borrowing rate (6.67% for 2000) and
are generally repayable in ten years or when the participant reaches age 69,
whichever occurs first, except that earlier payments must be made in the event
that the participant's employment with Tyco or its subsidiaries terminates. The
participant is also required to make loan payments upon the sale or other
disposition of Tyco common shares (other than gifts to certain family members)
with respect to which loans have been granted.

At September 30, 2000, the amount of loans outstanding under the loan
program totaled $11,421,655, of which nothing was outstanding for any of the
Named Officers. The largest amount of indebtedness since October 1, 1999 for
each of these individuals was $12,711,768 for Mr. Kozlowski, $304,363 for
Mr. Garvey, and $1,000,000 for Mr. Swartz. Neither Dr. Gromer nor Mr. Meelia had
loans under the program during fiscal 2000.

Mr. Garvey received relocation loans from Tyco in the aggregate of
$3 million on June 23, 2000, which remained outstanding on September 30, 2000.
Each loan bears interest at the long term annual applicable Federal rate under
Section 1274(d) of the United States Internal Revenue Code (6.24% for 2000),
requires annual interest payments, and is payable no later than June 23, 2015.
Loans may also require repayment based upon proceeds from the sale of shares
and/or option exercises.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is composed solely of
independent directors, none of whom has any interlocking relationships with Tyco
that are subject to disclosure under rules of the SEC relating to proxy
statements. The Compensation Committee approves all of the policies under which
compensation is paid or awarded to Tyco's Chief Executive Officer, reviews and,
as required, approves such policies for executive officers and key managers, and
oversees the administration of executive compensation programs.

Fiscal year 2000 was another very successful year despite some tough
challenges facing Tyco. In fact, fiscal 2000 was the seventh consecutive year in
which Tyco increased revenues and earnings substantially. Sales rose 29% for the
year to $28.93 billion and income before non-recurring charges and credits grew
to $3.73 billion, or $2.18 per share, an increase of 42.5% over the prior year.
In addition, Tyco executives were instrumental in establishing the
telecommunications division as a separate publicly-traded company--
TyCom Ltd.--and raising net proceeds of $2.1 billion. Tyco continues to own
approximately 86% of TyCom Ltd. Executive compensation was directly tied to, and
is reflective of, this excellent performance.

In formulating the policies under which Tyco's executives were compensated,
the Committee considers the following factors, among others:

- In this very competitive environment in which Tyco operates, it must
attract, retain and motivate highly talented corporate leaders who are
capable of achieving the Company's goals for short-term and long-term
profitability, growth and return to shareholders.

- Company growth and ultimately shareholder value are best served by having
incentive compensation based on the financial performance of the Company
and its various operating companies with a large component based on
increase in the value of Tyco shares.

- The compensation paid by Tyco to its management team should be competitive
with executive compensation of other similarly situated public companies.
The Committee retains an independent outside consulting firm to evaluate
the appropriateness of Tyco's executive pay practices.

The Compensation Committee seeks to implement these considerations through a
compensation program applicable to corporate officers and to the operating unit
officers reporting directly to the Chief

19
<PAGE>
Executive Officer. Compensation for the Named Officers includes a high portion
of pay that is incentive based and therefore at risk. The elements of
compensation are primarily comprised of the following:

- BASE PAY: Based upon levels that reflect the degree of responsibility
associated with the executive's position, the executive's past
achievements and expected future achievements.

- ANNUAL INCENTIVE BONUS: A cash bonus with the amount paid, if any,
dependent upon achievement of annual earnings and cash flow targets
established for the relevant business unit and/or Tyco's overall
performance. In addition, certain executives may earn a portion of their
bonus in common shares, the number of which is also based on the level of
performance achieved.

- LONG-TERM, EQUITY-BASED INCENTIVE COMPENSATION: Generally in the form of
restricted stock grants and/or stock option awards. Restricted stock
grants are solely performance-based and have restrictions that lapse in
accordance with the satisfaction of specified performance criteria. Tyco
stock option awards for Named Officers other than Messrs. Kozlowski and
Swartz vest at the end of three years. However, to highlight Tyco's
commitment to future growth, during fiscal 2000 Messrs. Kozlowski and
Swartz received performance-based options as described below and in
footnote 3 on page 16.

The cash bonus for the Chief Executive Officer and the Chief Financial
Officer has two performance based criteria: (i) increase in earnings before
non-recurring items and taxes and (ii) improvement in operating cash flow, each
as defined. The number of restricted shares earned by the Chief Executive
Officer and the Chief Financial Officer is based on Tyco's growth in earnings
per share before non-recurring items. For those Named Officers with divisional
operating responsibilities, the performance targets are measured through
improvement in divisional earnings before interest and tax, as well as achieving
certain cash flow goals. Cash and/or equity awards may also be tied to the
successful completion of significant projects. The Compensation Committee
establishes the specific annual performance measures on which incentive
compensation is based within 90 days of the beginning of each fiscal year.

Whether or not options are granted, the size of the award, and the vesting
criteria are based on increasing shareholder value and consideration of the
executive's overall compensation package. In addition, the Committee reviews an
analysis of competitive practices prepared by a nationally recognized consulting
firm.

Equity based incentive compensation ties executive interests to shareholder
interests in several ways: (i) the lapse of restrictions on restricted stock or
the number of shares earned is in direct correlation to Tyco's performance and
(ii) the value of the equity award is ultimately determined by the future
performance of Tyco as reflected by its share price. In addition, when a
significant portion of management's compensation is in Tyco shares, they have a
vested interest in increasing shareholder value.

The Compensation Committee believes that evaluation of the overall
performance of Tyco's senior executives cannot be reduced to a fixed formula and
that the prudent use of discretion in determining pay levels is in the best
interests of Tyco and its shareholders. While achieving preset goals is
fundamental to an incentive compensation scheme, the Compensation Committee
cannot anticipate all events, including those beyond the control of management,
which may have a material effect on performance goals. Under certain
circumstances, the Compensation Committee's use of discretion in determining
amounts of compensation may be appropriate. The Compensation Committee is aware
that this policy may cause a loss in the corporate tax deduction under
Section 162(m) of the United States Internal Revenue Code.

At the end of each fiscal year, the Compensation Committee reviews with the
Chief Executive Officer the individual performance of each of the other
executive officers and reviews his recommendations for the appropriate
compensation awards and the financial and other objectives for each of the
executive officers for the following year.

CHIEF EXECUTIVE OFFICER COMPENSATION

The Compensation Committee meets at least annually to consider and make its
determination regarding the total compensation of the Chief Executive Officer
for the ensuing year. The Compensation

20
<PAGE>
Committee determines such compensation based on its assessment of the individual
performance of the Chief Executive Officer, a review of Tyco's operating
performance (earnings per share, cash flow generation, and such factors as
revenues, operating income, and strategic acquisitions), an analysis of total
returns to shareholders relative to total returns generated by comparable public
companies and a review of compensation of the chief executive officers of
companies with similar businesses of comparable size.

For fiscal 2000, Mr. Kozlowski received a base salary of $1.35 million and a
cash bonus in the amount of $2.8 million, as shown in the SUMMARY COMPENSATION
TABLE on page 14. Mr. Kozlowski was granted 600,000 shares of restricted stock
on January 5, 2000. These shares will vest over a period of up to three years if
the specified performance criteria referred to above are met.

Mr. Kozlowski also received an aggressive performance-based option award,
which includes significant growth in earnings per share and stock price
appreciation measures (described in footnote 3 on page 16). Mr. Kozlowski also
received restoration options in accordance with the restoration option
provision. The restoration provision enables executive officers to use certain
earned equity awards and certain proceeds from the sale of shares acquired upon
the exercise of options to pay option exercise costs, repay indebtedness owed to
Tyco International (US) Inc., or for tax planning purposes while maintaining
their equity position in Tyco. At the time of the TyCom initial public offering,
Mr. Kozlowski received an award of options to purchase 800,000 TyCom common
shares at the initial public offering price of $32.00 with pro-rata vesting over
four years. The Committee believes Tyco is best served by the continued
leadership of Mr. Kozlowski. The Committee conferred with a nationally
recognized consulting firm that analyzed Tyco's performance, as well as the
marketplace for executive talent. The firm reviewed the performance option
award, designed to focus on Mr. Kozlowski's retention as well as growth in
shareholder value, and made its recommendations. Another consulting firm
reviewed and concurred with the recommendations.

The Committee considers Mr. Kozlowski's level of compensation appropriate in
view of his performance and continued leadership of Tyco during fiscal 2000. As
noted above, Tyco experienced outstanding growth in earnings per share of 42.5%,
operating cash flow of 48.6%, and net sales of 29%. During this year,
Mr. Kozlowski led Tyco in, among other things, the successful completion of the
initial public offering of TyCom, the creation of Tyco Ventures, and the sale of
the ADT Automotive unit for $1 billion which closed shortly after the end of the
fiscal year. Mr. Kozlowski continued his "growth on growth" strategy, I.E.,
solid, sustainable organic (internal) growth coupled with growth through
acquisitions. During fiscal 2000, Tyco completed 33 acquisitions each in excess
of $10 million, as well as numerous smaller acquisitions and, just after the end
of the fiscal year, finalized the acquisition of Mallinckrodt, a healthcare
company, in a transaction valued at $4.2 billion. Mr. Kozlowski also oversaw a
marketing campaign to increase awareness of the Tyco name and businesses with
the public. The Committee noted that, for the second year in a row, Tyco is
included in INDUSTRY WEEK'S annual list of the 100 Best-Managed Companies.

The Committee also compared the performance of Former Tyco in fiscal 1993,
the year Mr. Kozlowski became chairman of Former Tyco, and the performance of
Tyco in fiscal 1999 and fiscal 2000, as follows:

<TABLE>
<CAPTION>
FORMER TYCO TYCO 93 - 00 99 - 00
TYCO FISCAL FISCAL FISCAL % %
1993 1999 2000 INCREASE INCREASE
----------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Annual net sales (in billions).................. $ 3.1 $ 22.5 $ 28.9 833% 28.6%
Net income before non-recurring items (in
millions)..................................... $99.7 $2,559.1 $3,726.4 3638% 45.6%
Earnings per share before non-recurring
items(1)...................................... $0.27 $ 1.53 $ 2.18 707% 42.5%
Market price of a common share (at year
end)(1)....................................... $5.17 $ 51.63 $ 51.88 903% 0.5%
Aggregate market value of outstanding common
shares (at year end) (in billions)............ $ 1.9 $ 87.3 $ 87.4 4500% 0.1%
</TABLE>

------------------------

(1) Adjusted for stock splits

The graph below compares cumulative total shareholder return on the common
shares of Former Tyco, which were converted into shares of the Company in the
merger of ADT and Former Tyco on July 2, 1997, against the cumulative total
return of the Dow Jones Industrial-Diversified Index and the S&P 500

21
<PAGE>
Index, assuming investment of $100 on June 30, 1993, including re-investment of
dividends. The graph reflects growth in shareholder value during
Mr. Kozlowski's tenure as Chairman of Former Tyco and Tyco. Former Tyco used a
June 30 fiscal year end. Following the merger, Tyco changed its fiscal year end
to September 30. Therefore, the graph below shows the cumulative total return as
of the end of each of the three years in the period ended June 30, 1996, as of
July 2, 1997, the consummation date of the merger between ADT Limited and Former
Tyco, the three-month transition period ended September 30, 1997 and the fiscal
years ended September 30, 1998, 1999, and 2000. In addition to what is reflected
in the chart, during fiscal 2000 Tyco's Telecommunications business unit became
a separate public company (TyCom Ltd.). Approximately fourteen percent (14%) of
its common shares were sold in an initial public offering for net proceeds of
$2.1 billion.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TYCO INTL LTD NEW
Cumulative Total Return
Jun-93Jun-94Jun-95Jun-967/2/97Sep-97Sep-98Sep-99Sep-00
TYCO INTERNATIONAL LTD.100112.1132.76201.64376.37408.32550.851030.631036.76
S & P 500100101.41127.84161.09216.99233.24254.34325.06368.24
DOW JONES INDUSTRIAL,
DIVERSIFIED100101.46125.7176.89256.23272.67289.42429.3530.35

<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-------------------------------------------------------------------------------------
6/93 6/94 6/95 6/96 7/2/97 9/97 9/98 9/99 9/00
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TYCO INTERNATIONAL LTD. ....... 100.00 112.10 132.76 201.64 376.37 408.32 550.85 1030.63 1036.76
S & P 500 100.00 101.41 127.84 161.09 216.99 233.24 254.34 325.06 368.24
DOW JONES INDUSTRIAL
DIVERSIFIED.................. 100.00 101.46 125.70 176.89 256.23 272.67 289.42 429.30 530.35
</TABLE>

SUMMARY

Tyco's philosophy is to hire and retain the best executive talent. Tyco
believes in paying very competitively to keep and continually motivate
exceptionally talented executives--if such pay is merited by performance. Tyco
generally employs entrepreneurial executives, those that are willing to have a
significant amount of their pay tied to performance. Tyco's executive
compensation program reflects this focus by offering significant financial
rewards when Tyco and the individual achieve excellent results; however,
significantly lower compensation is tied to lower levels of performance.
Specifically, if the compensation targets are not achieved, Tyco executives are
ineligible for either cash bonuses or equity-based compensation. In order for
Mr. Kozlowski and Mr. Swartz to earn a cash bonus in fiscal 2000, a minimum of
22.5% growth in pre-tax income and operating cash flow growth over fiscal 1999
performance was required. In addition, in order to meet the performance criteria
to vest the minimum number of restricted shares, growth in earnings per share of
at least 22.5% over fiscal 1999 was required. The Committee believes that Tyco's
executive compensation program, which is based on this philosophy, is in the
best interest of

22
<PAGE>
shareholders and that executive compensation in fiscal 2000 was consistent with
the focus and goals of the program.

Submitted by the Compensation Committee,

Philip M. Hampton, Chairman
Stephen W. Foss
James S. Pasman
W. Peter Slusser

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below is a graph comparing the cumulative total shareholder return
on Tyco common shares (Tyco was named ADT Limited prior to July 2, 1997) against
the cumulative total return of the S&P Services (Commercial and Consumer) Index,
the Dow Jones Industrial-Diversified Index and the S&P 500 Index, assuming
investment of $100 on December 31, 1995, including re-investment of dividends.
In September 1997, Tyco changed its fiscal year end from December 31 to
September 30. Therefore, the graph below shows the cumulative total return as of
the end of each of the two years in the period ended December 31, 1996, the
nine-month transition period ended September 30, 1997 and the fiscal years ended
September 30, 1998, 1999 and 2000. Also shown is the cumulative total return as
of July 2, 1997, the consummation date of the merger between ADT and Former
Tyco.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

DOLLARS

<TABLE>
<CAPTION>
TYCO INTERNATIONAL DOW JONES S & P SERVICES
<S> <C> <C> <C> <C>
LTD. (FORMERLY INDUSTRIAL- (COMMERCIAL &
ADT LIMITED) S & P 500 DIVERSIFIED CONSUMER)
12/95 $100.00 $100.00 $100.00 $100.00
12/96 $152.50 $122.96 $135.33 $103.27
7/97 $241.67 $148.30 $172.71 $111.94
9/97 $273.71 $159.41 $183.80 $128.76
9/98 $369.25 $173.83 $195.08 $110.74
9/99 $690.87 $222.16 $289.37 $104.33
9/00 $694.97 $251.67 $357.48 $75.14
</TABLE>

<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
--------------------------------------------------------------------------
12/95 12/96 7/2/97 9/97 9/98 9/99 9/00
----- ----- ------ ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Tyco International Ltd.
(Formerly ADT Limited)............ 100.00 152.50 241.67 273.71 369.25 690.87 694.97
S & P 500........................... 100.00 122.96 148.30 159.41 173.83 222.16 251.67
Dow Jones
Industrial - Diversified.......... 100.00 135.33 172.71 183.80 195.08 289.37 357.48
S & P Services (Commercial &
Consumer)......................... 100.00 103.27 111.94 128.76 110.74 104.33 75.14
</TABLE>

23
<PAGE>
SHAREHOLDER PROPOSAL--PVC USE IN MANUFACTURE OF MEDICAL SUPPLIES

The Sisters of Mercy, Burlingame, 2300 Adeline Drive, Burlingame, CA
94010-5599, which, as of December 29, 2000, owned 200 common shares; Catholic
Healthcare West, 1700 Montgomery Street, Suite 300, San Francisco, CA
94111-1024, which, as of November 10, 2000 owned 168,051 shares; The Sisters of
the Sorrowful Mother International Finance, Inc., 9056 North Deerbrook Trail,
Brown Deer, Wisconsin 53223-2454, which, as of October 23, 2000 owned 90,300
common shares; Christian Brothers Investment Services, Inc., 90 Park Avenue,
29th Floor, New York, NY 10016-1301, which, as of October 20, 2000, owned
158,793 shares; the Catholic Foreign Mission Society of America, Inc., P.O. Box
305, Maryknoll, New York 10545-0305, which, as of October 25, 2000 owned 26,004
shares; The Missionary Oblates of Mary Immaculate, 391 Michigan Avenue, NE,
Washington, DC 20017, which, as of October 26, 2000 owned 6,500 shares; and
Christus Health, 2600 North Loop West, Houston, Texas 77092, which, as of
October 30, 2000 owned 12,300 shares, have given notice that they intend to
present the following resolution at the meeting for the reasons stated:

WHEREAS:

Polyvinyl chloride (PVC) plastic, the primary component in 25 percent of all
medical products, including IV, blood, and enteral feeding bags, oxygen tubing
and masks, dialysis tubing, enteral feeding tubes, examination gloves and
sterile packaging, creates dioxin during the production of pvc feedstocks;

PVC also produces dioxin when burned in a medical or solid waste
incinerator;

Dioxin is a known human carcinogen and had been linked to a host of other
human health effects, including endocrine (hormone system) disruption,
reproductive abnormalities, altered glucose tolerance, testicular atrophy,
neurological problems, infertility and other effects in both animals and humans;

The Environmental Protection Agency has determined that the U.S. population
already has dioxin levels in their bodies at or near the levels which have
caused adverse effects in laboratory animals;

Large quantities of chemicals called "phthalates" are used to manufacture
flexible PVC medical products; as a result, a significant percentage of any
flexible PVC product may be comprised of di-ethylhexyl-phthalate (DEHP), a
plasticizer that is a probable reproductive toxicant and toxicant of the liver
and kidney;

DEHP has been found to leach out of medical devices and into the fluids they
are carrying, thus putting at risk of DEHP exposure, vulnerable populations,
such as premature infants, dialysis patients and people with AIDS;

The leaching of DEHP into patients has been linked to adverse health impacts
in premature infants;

An expert panel of the National Toxicology Program's Center for the
evaluation of risks to human reproduction, expressed "serious concern" about
DEHP exposures from PVC medical devices used in the treatment of critically ill
infants;

All patients deserve to receive medical treatment using products and
technology which present the least risk to their health;

Many non-PVC medical devices (e.g., IV bags, gloves, plasma collection bags,
containers) are available, and others (e.g., tubing, film for collection bags,
blood bags) are under development.

THEREFORE, BE IT RESOLVED that the shareholders request the Board of
Directors of Tyco International to adopt a policy of phasing out the manufacture
of PVC-containing or phthalate-containing medical supplies by its Kendall
Healthcare subsidiary where safe alternatives are available.

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PROPONENTS' SUPPORTING STATEMENT

Establishing as a priority the manufacture of blood bags and tubing made
from resins that do not contain phthalate plasticizers would provide safer
patient care in the applications which currently expose patients to the greatest
health risks. Mechanisms which could be utilized to implement this policy might
include: maintaining an inventory of products which contain PVC or DEHP,
investigation and tracking of the availability of alternatives, establishing
policies for environmentally preferable manufacturing, and requesting suppliers
and purchasers to aid in the development of alternatives. By adopting these
mechanisms, Tyco International will demonstrate that there is a market for such
devices and therefore, encourage the development and marketing of additional
alternative products.

As a manufacturer of PVC medical devices in health care, Tyco International
would, by adopting these policies, demonstrate a continuing commitment to
risk-reduction and safe products.

RECOMMENDATION OF THE BOARD OF DIRECTORS AGAINST THE SHAREHOLDER PROPOSAL

The Board of Directors believes that adopting a policy requiring Tyco to
phase-out the production of polyvinyl chloride ("PVC")-containing or
phtalate-containing medical supplies would not serve the best interest of
patients, health care providers, Tyco or its shareholders, and recommends that
you vote AGAINST the proposal.

As a supplier of health care products and services, Tyco is committed to
providing life-sustaining medical products and services that can safely and
effectively meet the needs of its health-care customers and the patients who
rely on its products. The Board believes that Tyco should have the ability to
choose the most appropriate component materials for its products that would
enable it to best achieve this goal. Tyco stays abreast of new developments and
relies on scientific research data to determine the safety of materials used in
its products. We are constantly exploring alternative materials and will use
them when they are shown to be superior overall to those materials currently
used.

PVC and di-ethylhexyl-phthalate ("DEHP") have a history of over 40 years of
safe and effective use in a variety of medical products, such as tubing and
solution bags, and have undergone strict regulatory review by the U.S. Food and
Drug Administration and many other governmental and independent health agencies
throughout the world. One recent retrospective study, defending the use of PVC
in medical products, was the American Council on Science and Health study
published in 1999, chaired by former United States Surgeon General, C. Everett
Koop. The ACSH study commissioned over 200 physicians and scientists, and did
not find a causal link between DEHP and human health risk.

Tyco uses PVC for certain of its medical products because of its clarity,
flexibility, kink-resistance and processability, as well as for its
cost-effectiveness. The disposable medical device industry has looked to PVC
since the 1950s to provide cost-effective engineered solutions for providing and
improving health care delivery. Environmental concerns relating to the
manufacture and disposal of PVC that have arisen in recent years are being
addressed with modern pollution control technologies.

Tyco is aware that, in certain cases, alternatives to materials containing
PVC and DEHP may be appropriate for particular applications and therefore merit
investigation. For this reason, Tyco continuously evaluates a variety of
materials and allocates funding for the research and development of non-PVC
alternative polymers and commercial development of non-PVC medical products.
Tyco believes that substitute technology should be developed on a case-by-case
basis, and, in circumstances where an alternative material is proven to be
superior overall to PVC and regulatory clearance is obtained, Tyco will offer or
convert to the alternative. However, in the meantime, the Board believes that
management must have the flexibility to use the optimal materials available for
any particular application, consistent with evaluating their health and safety
aspects. Tyco should not be precluded from considering materials that have been
found to be safe, reliable and effective.

25
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For all of these reasons, the Board recommends that you vote AGAINST
adopting a policy requiring Tyco to phase out the production of PVC-containing
and phthalate-containing medical supplies. Approval of the proposal requires the
affirmative vote of a majority of the votes cast by the holders of outstanding
shares represented at the meeting in person or by proxy.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Tyco's
officers and directors, and persons who own more than ten percent of a
registered class of Tyco's equity securities, to file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission ("SEC") and the New York Stock Exchange. Officers, directors and
greater than ten percent shareowners are required by SEC regulation to furnish
Tyco with copies of all Forms 3, 4 and 5 they file. Based solely on Tyco's
review of the copies of such forms it has received and written representations
from certain reporting persons confirming that they were not required to file
Forms 5 for specified fiscal years, Tyco believes that all its officers,
directors and greater than ten percent beneficial owners complied with all
filing requirements applicable to them with respect to transactions during
fiscal 2000.

SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL GENERAL MEETING

In accordance with the rules established by the SEC, any shareholder
proposal submitted pursuant to Rule 14a-8 intended for inclusion in the proxy
statement for next year's annual general meeting of shareholders, which is
anticipated to be held during February 2002, must be received by Tyco no later
than September 17, 2001. Such proposals should be sent to Tyco's Chief Corporate
Counsel at The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08,
Bermuda. To be included in the proxy statement, the proposal must comply with
the requirements as to form and substance established by the SEC and must be a
proper subject for shareholder action under Bermuda law.

In addition, for proposals submitted outside of the Rule 14a-8 procedures,
Bermuda law provides that only Tyco shareholders holding not less than 5% of the
total voting rights or 100 or more registered Tyco shareholders together may
require a proposal to be submitted to an annual general meeting. Generally,
notice of such a proposal must be deposited at the registered office of Tyco not
less than six weeks before the date of the meeting, unless the meeting is
subsequently called for a date six weeks or less after the notice has been
deposited. Under SEC Rule 14a-4, proxies may be voted on matters properly
brought before a meeting under this procedure in the discretion of management
without additional proxy statement disclosure about the matter unless Tyco is
notified about the matter at least 45 days before the proxy statement is mailed
to shareholders. The deadline under Rule 14a-4 for next year's meeting is
November 30, 2001.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION REPORTS

Copies of Tyco's Annual Report on Form 10-K for the fiscal year ended
September 30, 2000, as filed with the SEC (without exhibits), are available to
shareholders free of charge by writing to Tyco International Ltd., The Zurich
Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda.

GENERAL

The enclosed proxy is solicited on behalf of Tyco's Board of Directors.
Unless otherwise directed, proxies held by the chairman of the meeting will be
voted to elect the directors named on the proxy card, FOR the other resolutions
proposed by the Board of Directors and AGAINST the shareholder proposal. If any
matter other than those described in this proxy statement properly comes before
the meeting, or with respect to any adjournment or postponement thereof, the
Chairman will vote the shares represented by such proxies in accordance with his
best judgment.

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APPENDIX A

TYCO INTERNATIONAL LTD.
AUDIT COMMITTEE CHARTER

MISSION STATEMENT

The Audit Committee (the "Committee") will assist the Board of Directors
(the "Board") in fulfilling its oversight responsibilities to shareholders,
potential shareholders and the investment community relating to corporate
accounting, financial reporting practices and the quality and integrity of the
financial reports of the Company. It is the responsibility of the Committee to
maintain free and open means of communication between the Board, independent
auditors, internal auditors, and financial management of the Company.

ORGANIZATION

The Committee shall be comprised of three or more Directors, as determined
by the Board, each of whom shall be independent Directors and free from any
relationships that would interfere with the exercise of his or her independent
judgment as a member of the Committee. All members of the Committee must have a
working familiarity with basic finance and accounting practices, and at least
one member of the Committee must have accounting or related financial management
expertise, as the Board interprets such qualifications in its business judgment.

Members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.

The Committee shall meet at least four times annually, or more frequently as
circumstances require. The Committee may ask members of management or others to
attend meetings and provide pertinent information as necessary.

ROLES AND RESPONSIBILITIES

The Committee believes its policies and procedures should remain flexible,
in order to best react to changing conditions and to ensure the Board and
shareholders that corporate accounting and reporting practices of the Company
are in accordance with all requirements and are of the highest quality. In
carrying out its responsibilities, the Committee will:

INTERNAL CONTROL

1. Review the adequacy of the Company's systems of internal control and
evaluate whether management is communicating the importance of internal control
and ensuring that all individuals possess an understanding of their roles and
responsibilities; and

2. Ensure that the external and internal auditors keep the Committee
informed of their internal control recommendations and review whether
recommendations have been implemented by management.

DOCUMENT /REPORTS REVIEW

1. Review and update this Charter periodically, at least annually, as
conditions dictate;

2. Review the Company's annual financial statements. Determine whether based
on the review and discussion of the audited financial statements with management
and independent accountants, if the

A-1
<PAGE>
Committee should recommend to the Board that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the last fiscal year
for filing with the Securities and Exchange Commission;

3. Meet with management and the external auditors to discuss the results of
the annual audit, including any significant changes in accounting principles and
any serious difficulties or disputes with management encountered during the
audit; and

4. Review with management and the external auditors the interim financial
statements prior to filing (the Committee Chair may represent the entire
committee for this review).

INDEPENDENT ACCOUNTANTS

1. Recommend to the Board the selection and evaluation of the independent
accountants, considering independence and effectiveness, and approve the
compensation to be paid to the independent accountants;

2. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances warrant;

3. Obtain a formal written statement from the independent accountants
periodically delineating all relationships between the auditors and the Company;
engage in a dialogue with the auditors regarding any disclosed relationships and
services which may impact their independence; and recommend that the Board take
appropriate action in response to the auditors' report to satisfy itself of the
auditors' independence;

4. Periodically consult with independent accountants, without the presence
of management, about internal controls and the fullness and accuracy of the
Company's financial statements; and

5. Instruct the independent accountants that they are ultimately accountable
to the Board and the Committee.

FINANCIAL REPORTING PROCESS

1. Review the Company's financial reporting process, both internal and
external, in consultation with the independent accountants;

2. Consider the independent accountants' judgments about the quality and
appropriateness of the Company's accounting principles applied, including
management's handling of proposed audit adjustments identified by external
auditors; and

3. Consider suggestions made by independent accountants, management, or
internal audit, regarding the Company's accounting principles and practices.

PROCESS IMPROVEMENT

1. Establish regular and separate systems of reporting to the Committee by
management, independent accountants and internal audit regarding any significant
judgments made in management's preparation of the financial statements and the
view of each as to the appropriateness of such judgments;

2. Review with management, independent accountants and internal audit
difficulties encountered during the course of the annual audit, including any
restrictions on the scope of work or access to required information and any
other significant disagreements in connection with preparing the financial
statements;

3. Discuss with management, independent accountants and internal audit the
extent to which changes or improvements in financial or accounting practices, as
approved by the Committee, have been implemented; and

4. Report periodically to the Board on significant results of activities or
the lack thereof.

A-2
<PAGE>
ETHICAL AND LEGAL COMPLIANCE

1. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code;

2. Review activities, organizational structure, and qualifications of the
internal audit department;

3. Review with the Company's attorneys legal compliance matters including
corporate securities trading policies;

4. Review with the Company's attorneys any legal matter that could have a
significant impact on the Company's financial statements; and

5. Perform any other activities consistent with this Charter, the Company's
Bye-laws and governing law, as the Committee or Board deems necessary or
appropriate.

A-3
<PAGE>
TYCO INTERNATIONAL LTD.
A PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Proxy Card for use at the 2001 Annual General Meeting (the "Meeting") of
Shareholders of Tyco International Ltd., a company organized under the laws of
Bermuda ("Tyco"), to be held on March 27, 2001 at 9:30 a.m., Atlantic Time, at
the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke HM 08,
Bermuda.

The undersigned, being a holder of common shares of Tyco, hereby appoints as
his/her proxy at the Meeting the Chairman of the Meeting and directs such proxy
to vote (or abstain from voting) at the Meeting as indicated on the reverse of
this card or, to the extent that no such indication is given, as set forth
herein and authorizes the Chairman to vote in his discretion on such other
business as may properly come before the Meeting or any adjournment or
postponement thereof.

Please indicate on the reverse of this card how your shares are to be voted.
If this card is returned duly signed but without any indication as to how your
shares are to be voted in respect of any of the resolutions described on the
reverse, you will be deemed to have directed the proxy to vote FOR the Company
Proposals 1-3 and AGAINST the Shareholder Proposal.

In order to be effective, completed proxy cards should be received at one of
the addresses and by the time (being local time) specified below:

IN BERMUDA: Tyco International Ltd., The Zurich Centre, Second Floor,
90 Pitts Bay Road, Pembroke HM 08, Bermuda, by 8:00 a.m. on March 27, 2001;

IN THE UNITED KINGDOM: Tyco International Ltd., c/o Tyco Holdings (UK)
Limited, 27th Floor, Tower 42, The International Financial Centre, 25 Old
Broad Street, London EC2N 1HQ, United Kingdom, by 5:00 p.m. on March 26,
2001;

IN AUSTRALIA: Tyco International Ltd., c/o Tyco International Pty. Limited,
Level 6, 12 Help Street, Chatswood NSW 2067, Australia, by 5:00 p.m. on
March 26, 2001;

IN THE UNITED STATES: Tyco International Ltd., c/o ChaseMellon Shareholder
Services, LLC, Midtown Station, P.O. Box 946, New York, New York 10138-0746,
United States of America, by 8:00 a.m. on March 27, 2001.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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<PAGE>
Please indicate with an "X" in the appropriate space how you wish your votes to
be cast. IF NO INDICATION IS GIVEN, PROXIES HELD BY THE CHAIRMAN OF THE MEETING
WILL BE VOTED TO ELECT THE FOURTEEN NOMINEES, IN FAVOR OF THE RESOLUTIONS
PROPOSED BY THE BOARD OF DIRECTORS AND AGAINST THE SHAREHOLDER PROPOSAL.

Please mark your votes as indicated in this example /X/

The Board of Directors recommends a vote "FOR" the following proposals:

1. Election of the 14 nominees listed below to the Board of Directors

/ / FOR / / WITHHOLD AUTHORITY / / FOR ALL EXCEPT*

L. Dennis Kozlowski, Lord Ashcroft, Joshua M. Berman, Richard S. Bodman, John F.
Fort, III, Stephen W. Foss, Philip M. Hampton, Wendy E. Lane, James S. Pasman,
Jr., Roger S. Penske, W. Peter Slusser, Mark H. Swartz, Frank E. Walsh, Jr. and
Joseph F. Welch

To vote for all nominees, mark the "For" box. To withhold voting for all
nominees, mark the "Withhold Authority" box. To withhold voting for a particular
nominee (or nominees), mark the "For All Except" box and enter the name(s) of
the exception(s) in the space provided.

* Exceptions: _________________________________________________________________

2. Approval of an amendment of Tyco's bye-laws to set and approve director
remuneration without shareholder approval

/ / FOR / / AGAINST / / ABSTAIN

3. Re-appointment of PricewaterhouseCoopers as the independent auditors of the
Company and authorization for the Board of Directors to fix the auditors'
remuneration

/ / FOR / / AGAINST / / ABSTAIN

The Board of Directors recommends a vote "AGAINST" the following Shareholder
Proposal:

Shareholder proposal concerning PVC use

/ / FOR / / AGAINST / / ABSTAIN
Note:
1. In the case of a corporation, this proxy must be under its common seal or
signed by a duly authorized officer or director whose designation must be
stated.

2. In the case of joint holders, any holder may sign, but the vote of the senior
who tenders a vote, whether in person or by proxy, will be accepted to the
exclusion of the votes of the other joint holders and for this purpose seniority
will be determined by the order in which the names stand in the Register of
Shareholders.

3. Please sign as name appears hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.

Signature _______________ Signature/Title ______________ Date __________________
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