TYCO INTERNATIONAL LTD /BER/
EXHIBIT 10.20
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<TYPE>EX-10.20
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<FILENAME>a2094116zex-10_20.txt
<DESCRIPTION>EXHIBIT 10.20
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                                                     EXHIBIT 10.20



               TYCO INTERNATIONAL (IRELAND) EMPLOYEE SHARE SCHEME

                                FOR EMPLOYEES OF
                                       [ ]
                         A TYCO GROUP COMPANY IN IRELAND







NOTE:    THIS BOOKLET IS PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
         REGISTERED UNDER THE U.S. SECURITIES ACT, 1933





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                             PART ONE - INTRODUCTION

1.       THE SCHEME

1.1      Introduction

         Tyco has established a profit sharing schemes for the benefit of its
         employees in Ireland. The Scheme has been designed to include different
         companies within the Tyco Group operating in Ireland within the same
         framework even though the operation of the Scheme will vary between the
         different operating companies. The first part of this booklet describes
         the Scheme in a general way while the second part describes how the
         Scheme will work in your particular company.

         This booklet is presented in a simplified question and answer format.
         However, the Schemes are governed by complicated trust deeds and rules
         and nothing in this booklet can override them.

1.2      HOW DOES THE PROFIT SHARING SCHEME WORK?

         Provided profits and costs meet the Budget targets specified in the
         case of each participating company, the eligible employees of that
         participating company will receive a share of profits in the form of
         shares in our parent company, Tyco International Limited under a
         Revenue-approved profit-sharing scheme or, if they so choose, in the
         form of cash.

         Normally, any employee receiving shares from an employer is liable to
         pay income tax on the actual value of those shares as if a cash bonus
         had been received. However, Chapter 1 of Part 17 of the Taxes
         Consolidation Act 1997 ("the Act") contains provisions enabling
         employer companies in certain circumstances, and subject to certain
         conditions, to make available their shares to employees without the
         employees having to pay income tax on the value of such shares. The
         principal conditions are described for you in this booklet.

2.       YOUR ENTITLEMENT

2.1      WHO IS ELIGIBLE TO PARTICIPATE?

         If the Scheme is operated by a participating company in a particular
         year then the Scheme will apply to all of the employees (including
         full-time directors) of that company whose remuneration is subject to
         tax under the PAYE system and who qualify under the terms of the Scheme
         as it applies in the case of that company and who are not prohibited by
         the Act from participating. In respect of any given financial year the
         Schemes will only apply to the employees of participating companies
         which satisfy the relevant Budget targets.

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2.2      WHEN DO I LOSE ENTITLEMENT TO PARTICIPATE?

         Your entitlement to participate will automatically cease:

         (a)      If you are dismissed for any reason, made redundant, retire or
                  resign.

         (b)      If you are transferred to a company within the Tyco Group
                  other than a participating company.

         (c)      If you die.

         (d)      If you are allotted shares in any other approved profit
                  sharing scheme within the Tyco Group in respect of the
                  relevant financial year.

2.3      WHAT IS MY ENTITLEMENT?

         As mentioned in the introduction to this booklet, the Scheme will
         operate in different ways in different participating companies. Please
         refer to the second part of the booklet to see how your entitlement
         will be calculated.

2.4      CAN I BUY ADDITIONAL SHARES?

         You will have the right to forego a part of your salary so that
         additional shares will be purchased on your behalf. This part of your
         salary will not then be liable to income tax or PRSI. There are limits
         to the amount of salary that you can forego;

         (a)      you cannot forego more than an amount equal to 7.5% of your
                  basic salary in the year and

         (b)      the value of shares purchased by salary foregone cannot exceed
                  the amount of your basic entitlement under the Scheme.

         IMPORTANT NOTE: Please note that foregoing of salary is a reduction of
         Schedule E income and, therefore, any salary foregone will not be taken
         into account for the purposes of calculating the Revenue limits in
         respect of pension scheme benefits.

2.5      ARE THERE OTHER LIMITS?

         The Act stipulates that the value of shares (including any purchased by
         salary foregone) allocated to you must not exceed EUR 12,700.00 in any
         year. If your entitlement exceeds this amount, the balance will be paid
         to you as cash and will be taxed in the normal way.

                                       2
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2.6      HOW DO I TAKE UP MY ENTITLEMENT?

         On each occasion when the Scheme is operated by a participating company
         a notice will be circulated to all eligible employees ("Scheme Notice")
         explaining your entitlement. All eligible employees who wish to take
         shares must complete a "Contract of Participation". The Contract of
         Participation, once signed, remains valid and you do not have to sign a
         new one each year.

2.7      WHAT IS A CONTRACT OF PARTICIPATION?

         Under the Contract of Participation you agree to leave your shares with
         the Trustee for at least 2 years and also agree not to sell any of your
         stock, pledge it or use it in any way as security to raise money during
         that period.

         The Contract also covers your right to have shares transferred to you
         (see section 3.5) and the conditions should you sell these shares
         within 3 years (see section 4.1). A Contract of Participation will be
         sent to you with the Scheme Notice when you first become eligible to
         join the Scheme.

2.8      CAN I TAKE CASH INSTEAD OF SHARES?

         Yes. If you prefer to take cash in lieu of shares under the Scheme then
         you must complete the appropriate box in the Scheme Notice that will be
         sent to you. Cash taken in lieu of shares will be liable to income tax
         and PRSI in the normal way.


2.9      AM I ENTITLED TO DIVIDENDS?

         Dividends are normally paid quarterly by Tyco International Limited
         but, for reasons of administrative efficiency, are paid out once a year
         by the Trustee of the Scheme. You will receive a cheque in respect of
         the dividends payable on the shares held on your behalf.

         All dividends will be received by the Trustee who may deduct any
         withholding tax due and then pass on the balance to you. Any dividends
         received are subject to income tax and you are required to make the
         necessary returns to the Revenue Commissioners for income tax purposes.
         The Trustee will provide you with a certificate stating the amount of
         tax which has been deducted at source from each dividend payment. You
         should submit these certificates to the Revenue in order to offset your
         liability to income tax on dividends received.

                                       3

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3.       THE HOLDING OF YOUR SHARES IN TRUST

3.1      WHAT HAPPENS TO MY SHARES?

         The Trustee of the Scheme will hold the shares issued to you under the
         terms of the Schemes on your behalf and you will be the beneficial
         owner of the shares. You will receive a written statement each year
         detailing the number of shares acquired on your behalf in that year,
         their initial market value and the date of allocation. You should keep
         these statements of allocation in a safe place.

3.2      WHAT IS MEANT BY "BENEFICIAL OWNER"?

         This means that, during the period in which the stock is held by the
         Trustees, you enjoy all the rights and benefits that go with ownership
         of the shares of Tyco International Limited (see section 3.5) without
         actually being the legal owner. Nevertheless, you are ultimately
         absolutely legally entitled to the shares and this right cannot be
         removed.

3.3      WHY HAVE A TRUSTEE?

         The Act requires that any such scheme must be administered by trustees.
         The Trustee will acquire the shares in Tyco International Limited and
         hold them in trust for you. They will give you full details of the
         shares held on your behalf, together with any information issued by the
         company to shareholders in general.

3.4      WHO IS THE TRUSTEE?

         The Trustee is BCI Trustees Limited and the administration is carried
         out by Computershare. All expenses of administering the Trust are paid
         by your employer.

3.5      HOW SOON CAN I SELL OR OTHERWISE DEAL WITH MY SHARES?

         You cannot sell or deal with the shares for a period of two years from
         the date on which such shares are appropriated to you by the Trustee.
         During that period, you must allow your shares to remain in the hands
         of the Trustee on your behalf.

         After 2 years, you can request the Trustee to deal with the shares as
         you think fit. This is subject to the condition that if the shares are
         sold within 3 years they must be sold for the best consideration in
         money that can reasonably be obtained at the time of sale.

         However, under the Act, you will be liable to income tax if you dispose
         of any shares within 3 years of the date of the allocation of those
         shares to you. The issue of taxation is dealt with in the next section
         (section 4 of this booklet).

         The shares may, for example, be assigned under your name or in the name
         of some other person but you will have to pay any income tax due to the
         Trustee in this event.

                                        4

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         The portion on which tax is payable is the same as if you had sold the
         shares (see section 4.1). Details regarding the methods of selling your
         shares are available from the Trustee on request.

         None of the above applies if:

         (i)      You cease to be an employee of a participating company by
                  reason of injury, disability or redundancy.

         (ii)     If you reach pensionable age under the Social Welfare Acts
                  (i.e. age 66).

         (iii)    If you die.

3.6      DO I HAVE TO SELL MY SHARES AT THE END OF THE THREE YEARS?

         No. Because it is very complicated for an Irish resident to hold shares
         in an American quoted company in their own name, the Trustee is willing
         to continue to hold your shares on your behalf as your agent. If you
         wish to avail of this facility, you will be required to sign a letter
         of agreement appointing the Trustee as your agent for this purpose. The
         cost of this facility is borne by your employer.

3.7      WHAT RIGHTS ARE ATTACHED TO MY SHARES?

         You will enjoy the same rights as other shareholders. In particular,
         you will have the same rights regarding such matters as rights issues
         (i.e., the right to purchase further shares issued from time to time)
         and scrip issues (bonus shares which would increase your shareholding
         if issued).

4.       TAXATION ISSUES

4.1      WHAT ARE THE TAX ADVANTAGES AVAILABLE TO ME BY HOLDING SHARES UNDER
         THE SCHEME?

         One of the major benefits to any eligible employee under these approved
         Schemes is the exemption from income tax. Normally, an employee
         receiving shares from an employer is obliged to pay income tax on the
         value of the shares as if he had received that amount in cash. However,
         under the Schemes, you will not become liable for any tax on the value
         of the shares under present legislation until you instruct the Trustee
         to sell them or to transfer them into your own name.

         The amount of income tax you ultimately pay depends on the length of
         time for which the Trustee holds your shares and as current legislation
         determines:

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     PERIOD SHARES HELD                        AMOUNT OF "VALUE" LIABLE
                                                     TO INCOME TAX

     Less than 2 years                            Disposal not allowed
     Between 2 and 3 years                                 100%


         Therefore liability to income tax will arise only on disposal of your
         shares within 3 years. In these cases, the "value" for the purposes of
         the above table is, in general, the market value of the relevant shares
         when they were initially allocated to you (or the value of the sale
         proceeds if less than the initial market value).

         If you leave the company at any time because of injury, disability or
         redundancy or you reach state pension age, you may ask the Trustee to
         sell your shares or transfer them to you and in these circumstances the
         taxable proportion will not exceed 50% of the "value" even though the
         relevant shares were held for less than 3 years.

4.2      WILL YOU HAVE TO PAY CAPITAL GAINS TAX WHEN YOU SELL YOUR SHARES?

         Capital Gains tax is payable on any capital gain made on the sale of
         shares. A liability to Capital Gains tax may therefore arise on any
         increase in the value of your shares over their market value when they
         were initially allocated to you. However, the Capital Gains tax
         legislation presently allows a degree of indexation to offset the
         effect of inflation.

         In addition you are currently allowed exemption from Capital Gains tax
         on gains up to EUR 1,270.00 in aggregate in any tax year from the sale
         of assets liable to Capital Gains Tax (including the sale of shares).
         As with all legislation relating to taxation this is liable to change
         in the future.

4.3      IS DIVIDEND INCOME LIABLE TO INCOME TAX?

         Yes - (see section 2.9)

5.       TERMINATION

         The Company reserves the right to amend or terminate the Schemes at any
         time, but in these circumstances, any shares held for you by the
         Trustee will move through the three year system just as if the Schemes
         were still being operated. Any shares you personally hold would be
         unaffected by any termination of the Schemes.

6.       GENERAL INFORMATION

         Further information regarding the Schemes and your rights thereunder is
         available from Human Resources.


                                       6

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                                 PART TWO - [ ]

PARTICIPATION IN THE SCHEME

The Company will decide in each year whether or not to operate the Scheme. If
the Scheme is operated in a given year, then the Company will decide how much is
to be set aside for the purpose of the Scheme in that year and this will be
notionally divided between all employees who qualify for participation in that
year.

The division of the sum set aside will be on a basis that will be calculated as
a percentage of basic salary or as a nominal sum per employee and may have an
element of service qualification. In respect of the fiscal year ending [ ], the
qualification criterion will be a requirement to have completed at least [ ]
month's service in the year ending [ ]. The sum set aside will be equal to [ ]
of each qualifying employee's basic salary. Each employee's portion is referred
to as his Entitlement.

Each employee will then be invited to participate in the Scheme or to take some
or all of his Entitlement in cash. Any amount taken in cash will be payable as a
bonus and subject to tax and PRSI in the normal way. However, any amount not
taken in cash shall be paid over to the Trustees for the purchase of Shares
which will be held on behalf of those employees who decide to participate in the
scheme.

An employee who decides to participate in the scheme will also have the
opportunity to forego an amount from his salary of up to 7.5% of his basic
salary or the amount of his Entitlement taken in shares, whichever is the
lesser, and have this additional amount paid over to the Trustees for the
purchase of additional Shares which will be held under the Scheme on his behalf.
Any amount foregone from salary in this way will not be liable to income tax or
PRSI, thereby increasing the tax-efficiency of the Scheme. Please refer to
section 2.4 of this booklet.


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                     PART 3 - FORM OF ACCEPTANCE & AGREEMENT
                          AND CONTACT OF PARTICIPATION
                                       [ ]

TO:               [                              ] ("the Company")
                  and
TO:               BCI Trustees Limited ("The Trustees")
                  as the Trustees of the Employee Share Scheme

FROM:

FIRST NAME(S) (Mr./Ms.)  _________________________________

SURNAME                  _________________________________     (Block Capitals)

ADDRESS                  _________________________________

                         _________________________________

                         _________________________________

EMPLOYEE NO       _________


APPLICATION FOR SCHEME SHARES

         (a)      I wish to allocate    % of my bonus entitlement to acquire
                  Ordinary Shares in Tyco International Limited under the rules
                  of the Tyco International (Ireland) Employee Share Scheme.

IN ADDITION, YOU CAN, IF YOU WISH, INCREASE YOUR ENTITLEMENT TO PARTICIPATE AT
THE NEXT ALLOCATION DATE BY COMPLETING (B) BELOW.

         (b)      I wish to forego EUR      from my basic gross salary to
                  increase my entitlement to shares at the next allocation date
                  and I understand that my salary will be reduced by such
                  amount. I further understand that this amount cannot exceed
                  the amount of my bonus allocated to buy shares.

2.       I confirm that I have read the booklet and enter into the attached
         contract in the full knowledge that the decision is my own
         responsibility and that the Company can accept no responsibility for
         the performance of the consequent investment.

                    I UNDERSTAND THAT AN INVESTMENT IN SHARES
                           CAN GO DOWN AS WELL AS UP.

                                       8

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3.       CONTRACT OF PARTICIPATION

         I agree with the Company and the Trustees to be contractually bound
         (except in circumstances where Chapter 1 of Part 17 of the Taxes
         Consolidation Act 1997 (see Note (i)), as amended, allows otherwise):-

         A        to permit all shares held by the Trustees on my behalf under
                  the Scheme to remain in the hands of the Trustees for the
                  Retention Period (see Note (ii));

         B        during the Retention Period not to assign, charge or otherwise
                  dispose of any of my rights or interests in those shares;

         C        if I direct the Trustees to transfer the ownership of any such
                  shares to me before their Release Date (see Note (iii)); to
                  pay to the Trustees before the transfer takes place such sum
                  on account of income tax as they notify me is required to be
                  paid under the relevant tax legislation;

         D        not to direct the Trustees to dispose of any of such shares
                  before the Release Date except by sale for the best
                  consideration in money that can be reasonably obtained at the
                  time of the sale; and

         E        generally to be bound by the provisions of the Scheme.

4.       I accept that the dividend tax voucher which I will receive from the
         Trustees in respect of any of my Scheme Shares will be in full
         satisfaction of any rights I have to a tax deduction certificate from
         the Trustees.

5.       I hereby direct the Trustees, in the absence of any further direction
         from me, in the event of a rights issue to sell all rights in respect
         of my Scheme Shares nil paid and pay the proceeds to me and in the
         event of any further offer or transaction in respect of my Scheme
         Shares take such action, if any, as will not require me to put the
         Trustees in funds.

6.       I undertake to notify the Trustees of any change in my address.

7.       I understand that this contract will bind me in respect of any
         subsequent appropriation of Scheme Shares unless I shall have
         previously varied its terms by notice in writing addressed to the
         Company and the Trustees.

Signed.......................................
Full Name...................................
Address......................................
Dated     [                       ]

                                       9



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                                      NOTES

         (i)      Chapter 1 Part 17 and Schedule 11 of the Taxes Consolidation
                  Act 1997 is the Act under which the Scheme is established.

         The "Retention Period" is the period of retention as defined in Section
         511(1) of the Act i.e. the period beginning with the date on which the
         particular shares are allocated to you under the Scheme and ending on
         the second anniversary of that date or, if earlier,:-

                  (a)      the date on which you cease to be an employee by
                           reason of injury, disability or redundancy;

                  (b)      the date on which you reach state retirement age
                           (currently 66 years ); or

                  (c)      the date of your death.

         The "Release Date" is the third anniversary of the date on which the
         particular shares are allocated to you under the Scheme.

         The "Retention Period" and the "Release Date" are fully defined in the
         Rules of the Scheme.




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