TYCO INTERNATIONAL LTD /BER/
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>8
<FILENAME>a2106751zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<Page>

                                                                    Exhibit 10.3

                         TYCO DEFERRED COMPENSATION PLAN

                             Effective April 1, 1994
                          As amended through June 2002

                                     PURPOSE

The purpose of this Plan is to provide specified benefits to a select group of
management and highly compensated employees who contribute materially to the
continued growth, development and future business success of Tyco International
Ltd., a Bermuda corporation, and its subsidiaries, if any, that sponsor this
Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I
of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

For purposes hereof, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:

1.1      "Account Balance" shall mean (i) the sum of the Deferral Amount, the
         Matching Amount, and amounts credited or debited in accordance with all
         the applicable crediting and debiting provisions of the Plan, less (ii)
         all distributions. This Account shall be a bookkeeping entry only and
         shall be utilized solely as a device for the measurement and
         determination of the amounts to be paid to a Participant pursuant to
         this Plan.

1.2      "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Annual Salary, Commissions and Bonus that a Participant elects to
         have and is actually deferred, in accordance with Article 3, for any
         one Plan Year. In the event of Retirement, Disability, death or a
         Termination of Employment prior to the end of a Plan Year, such year's
         Annual Deferral Amount shall be the actual amount withheld prior to
         such event.

1.3      "Annual Installment Method" shall mean an annual installment payment
         over the number of years selected by the Participant in accordance with
         this Plan, calculated as follows: The Account Balance of the
         Participant shall be calculated as of the close of business on the last
         business day of the calendar year. The annual installment shall be
         calculated by multiplying this balance by a fraction, the numerator of
         which is one, and the denominator of which is the remaining number of
         annual payments due the Participant. By way of example, if the
         Participant elects a 10 year Annual Installment Method, the first
         payment shall be 1/10 of the Account Balance, calculated as described
         in this definition. The following year, the payment shall be 1/9 of the
         Account Balance, calculated as described in this definition. Investment
         results shall not be added to the amount of each annual installment
         provided the installment is paid within 60 days of the applicable
         January 1.

1.4      "Annual Matching Amount" shall mean, with respect to a Participant for
         any one Plan Year, any amount credited by the Company to a
         Participant's Matching Amount in accordance with Section 3.7 below.

1.5      "Base Annual Salary" shall mean the annual compensation, excluding
         bonuses, commissions, overtime, incentive payments, non-monetary
         awards, directors fees and other fees, relocation expenses, auto
         allowances and imputed income from group term life insurance, paid to
         or on

<Page>

         behalf of a Participant for employment services rendered to any
         Employer, before reduction for compensation deferred pursuant to all
         qualified, nonqualified and Code Section 125 plans of any Employer.
         With respect to a Participant who is a Shared Services Employee, his
         Base Annual Salary, for purposes of the Plan, shall include amounts
         received from the Affiliated Company.

1.6      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

1.7      "Bonus" shall mean any cash compensation, in addition to Base Annual
         Salary and Commissions, paid to a Participant as an employee under the
         Employer's bonus and incentive plans, excluding all stock incentive
         plans and special or one-time bonus payments. With respect to a
         Participant who is a Shared Services Employee, his/her Bonus, for
         purposes of the Plan, shall include amounts received from the
         Affiliated Company.

1.8      "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.9      "Board" shall mean the board of directors of TIL.

1.10     "Change In Control" shall mean the first to occur of any of the
         following events:

         (a)      Any "person" (as that term is used in Section 13 and 14(d)(2)
                  of the Securities Exchange Act of 1934 ("Exchange Act"))
                  becomes the beneficial owner (as that term is used in Section
                  13(d) of the Exchange Act), directly or indirectly, of 30% or
                  more of TIL's capital stock entitled to vote in the election
                  of directors;

         (b)      During any period of two consecutive years, individuals who at
                  the beginning of such period constitute the board of directors
                  of TIL cease for any reason to constitute at least a majority
                  thereof, unless the election or the nomination for election by
                  TIL's shareholders of each new director was approved by a vote
                  of at least three-quarters of the directors still in office
                  who were directors at the beginning of the period;

         (c)      The shareholders of TIL approve any consolidation or merger
                  of, other than a merger of TIL in which the holders of the
                  common stock of TIL immediately prior to the merger hold more
                  than 50% of the common stock of the surviving corporation
                  immediately after the merger;

         (d)      The shareholders of TIL approve any plan or proposal for the
                  liquidation or dissolution of the TIL; or

         (e)      Substantially all of the assets of TIL are sold or otherwise
                  transferred to parties that are not within a "controlled group
                  of corporations" (as defined in Section 1563 of the Internal
                  Revenue Code of 1986, as amended) in which TIL is a member.


                                       2
<Page>

1.11     "Claimant" shall have the meaning set forth in Section 14.1.

1.12     "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.13     "Commissions" shall mean the commissions paid to a Participant for
         employment services rendered to any Employer before reduction for
         commissions deferred pursuant to all qualified, non-qualified and Code
         Section 125 plans of any Employer.

1.14     "Committee" shall mean the administrative committee appointed to manage
         and administer the Plan in accordance with its provisions pursuant to
         Article 12.

1.15     "Company" shall mean TME Management Corp., a Delaware corporation, and
         any other entities with employees paid on a U.S. payroll and that are
         commonly controlled directly or indirectly by TIL.

1.16     "Deferral Amount" shall mean the sum of all of a Participant's Annual
         Deferral Amounts.

1.17     "Disability" shall mean a period of disability during which a
         Participant qualifies for benefits under the Participant's Employer's
         short or long-term disability plan or, if a Participant does not
         participate in such a plan, a period of disability during which the
         Participant would have qualified for benefits under such a plan had the
         Participant been a participant in such a plan, as determined in the
         sole discretion of the Committee. If the Participant's Employer does
         not sponsor such a plan at the time that a determination of a
         Disability is to be made, a Disability shall be determined by the
         Committee in its sole discretion.

1.18     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.19     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.20     "Employer" shall mean the Company and/or any of its subsidiaries or
         divisions of TIL that have been selected by the Board or Committee to
         participate in the Plan.

1.21     "Enhanced Moody's Rate" shall mean an interest rate determined and
         announced by the Committee before the Plan Year for which it is to be
         used that is equal to the sum of (a) an interest rate that (i) is
         published in Moody's Bond Record under the heading of "Moody's
         Corporate Bond Yield Averages - Av. Corp," and (ii) is equal to the
         average corporate bond yield most recently published as of the Fiscal
         Year preceding the year for which the rate is to be used, and (b) an
         interest rate, if any, determined by the Committee, in its sole
         discretion, which rate shall be determined and announced before the
         commencement of the Plan Year for which the rate applies, and which may
         be zero for any Plan Year.

1.22     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as may be amended from time to time.

1.23     "Grandfathered Participant" shall have that meaning as set forth in
         Section 3.5(f)(ii).

1.24     "Matching Amount" shall mean the sum of all of a Participant's Annual
         Matching Amounts.


                                       3
<Page>

1.25     "Participant" shall mean any employee (i) who is selected to
         participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan on his or her Plan Entry Date, and
         (vi) whose Plan Agreement has not terminated. As of the effective date
         of the Deferred Compensation Plan established by an Affiliated Company,
         all Participants who are employed by such Affiliated Company and who
         are not Shared Services Employees shall no longer be eligible to
         participate in this Plan and their account balances under this Plan
         shall automatically be credited to the Deferral Accounts of such
         Participants in the Deferred Compensation Plan established by the
         Affiliated Company.

1.26     "Plan" shall mean the Company's Deferred Compensation Plan, which shall
         be evidenced by this instrument and by each Plan Agreement, as amended
         from time to time.

1.27     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Each Plan Agreement executed by a Participant shall
         provide for the entire benefit to which such Participant is entitled to
         under the Plan, and the Plan Agreement bearing the latest date of
         acceptance by the Committee shall govern such entitlement.

1.28     "Plan Entry Date" shall mean one of two dates in any Plan Year on which
         an employee selected by the Committee to participate in the Plan is
         eligible to commence participation in the Plan in accordance with
         Article 2. The two entry dates are January 1 and July 1.

1.29     "Plan Year" shall, for the first Plan Year, begin on April 1, 1994, and
         end on December 31, 1994. For each Plan Year thereafter, the Plan Year
         shall begin on January 1 of each year and continue through December 31.

1.30     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
         Article 6.

1.31     "Retirement", "Retires" or "Retired" shall mean severance from
         employment from all Employers for any reason other than a leave of
         absence or death on or after the earlier of the attainment of (a) age
         65 or (b) age 55 with 10 Years of Service.

1.32     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.33     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.34     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.35     "Termination of Employment" shall mean the ceasing of employment with
         all Employers, voluntarily or involuntarily, for any reason other than
         Retirement, Disability, death or an authorized leave of absence.

1.36     "TIL" shall mean Tyco International Ltd., a Bermuda corporation.

1.37     "Trust" shall mean the trust established pursuant to that certain
         Master Trust Agreement, dated as of April 1, 1994, between the Company
         and the trustee named therein, as amended from time to time.


                                       4
<Page>

1.38     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

1.39     "Years of Service" shall mean the total number of years in which a
         Participant has been employed by an Employer, including, if applicable,
         years of service prior to the time the Employer was acquired by TIL.
         Except as otherwise provided in this Plan, for purposes of this
         definition only, a year of employment shall be a 365 day period (or 366
         day period in the case of a leap year) that, for the first year of
         employment, commences on the Employee's date of hiring and that, for
         any subsequent year, commences on an anniversary of that hiring date.

1.40     "Shared Services Employee" means an employee of TIL or the Company who
         is on a split payroll with an Affiliated Company. All deferral amounts
         of a Shared Services Employee, regardless as to the payroll from which
         they are deferred, will be credited to this Plan and not the Affiliated
         Company Plan.

1.41     "Affiliated Company" means any publicly-traded corporation or other
         entity in which TIL possesses a direct or indirect ownership interest.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
         select group of management and highly compensated employees of the
         Employers. From that group, the Committee shall select, in its sole
         discretion, employees to participate in the Plan.

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
         Employee shall complete, execute and return to the Committee prior to
         his or her proposed Plan Entry Date, a Plan Agreement, an Election Form
         and a Beneficiary Designation Form. In addition, the Committee shall
         establish from time to time that such other enrollment requirements as
         it determines in its sole discretion are necessary.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an employee
         selected to participate in the Plan has met all enrollment requirements
         set forth in this Plan and required by the Committee, that employee
         shall commence participation in the Plan on the Plan Entry Date that
         immediately follows his or her selection to participate in the Plan. If
         a selected employee fails to meet all such requirements prior to that
         Plan Entry Date, that employee shall not be eligible to participate in
         the Plan until the Plan Entry Date that follows his or her completion
         of those requirements.


                                       5
<Page>

                                    ARTICLE 3
                     DEFERRAL COMMITMENTS/MEASUREMENT FUNDS

3.1      MINIMUM DEFERRAL

         (a)      BASE ANNUAL SALARY, COMMISSIONS AND/OR BONUS. For each full
                  Plan Year, a Participant may elect to defer Base Annual
                  Salary, Commissions and/or Bonus, provided that the combined
                  total is at least $2,000 for such Plan Year. If no deferral
                  election is made, the amount deferred shall be zero.

         (b)      SHORT PLAN YEAR/MID-YEAR ENTRY DATE. If a Participant first
                  becomes a Participant after the first day of a Plan Year, or
                  in the case of the first Plan Year of the Plan itself, the
                  minimum deferral shall be an amount equal to the minimum set
                  forth above, multiplied by a fraction, the numerator of which
                  is the number of complete months remaining in the Plan Year
                  and the denominator of which is 12.

3.2      MAXIMUM DEFERRAL. For each Plan Year through 1999, a Participant may
         elect to defer a maximum of 50% of his or her Base Annual Salary.
         Effective January 1, 2000, a Participant may elect to defer a maximum
         of 50% of his or her Base Annual Salary, provided, however, that a
         Participant with Base Annual Salary in excess of 200% of the FICA wage
         base for any Plan Year may defer more than 50% of his or her Base
         Annual Salary, but only to the extent the amount of his or her Base
         Annual Salary which is NOT deferred is equal to or greater than the
         FICA wage base for such Plan Year. For each Plan Year, a Participant
         may elect to defer 100% of his or her Commissions and Bonus.

3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM

         (a)      DEFERRAL ELECTIONS FOR FIRST PLAN YEAR. In connection with a
                  Participant's commencement of participation in the Plan, and
                  prior to the Plan Entry Date, the Participant shall make a
                  deferral election as to Base Annual Salary, Commissions and/or
                  Bonus by delivering to the Committee a completed and signed
                  Election Form; which election form must be accepted by the
                  Committee for a valid election to exist. If a Participant is
                  first eligible as of July 1 of a Plan Year, he or she shall
                  only be entitled to make an election with respect to a Base
                  Annual Salary deferral for the period from July 1 through
                  December 31 of the Plan Year. Otherwise and thereafter, he or
                  she shall be entitled to make a deferral election pursuant to
                  Section 3(b).

         (b)      ADDITIONAL DEFERRAL ELECTIONS. For each succeeding Plan Year,
                  a new Election Form for the deferral of Base Annual Salary,
                  Commissions and/or Bonus must be delivered to the Committee in
                  accordance with its rules and procedures at least 30 days (or
                  such shorter period permitted by the Committee) before the end
                  of the Plan Year preceding the Plan Year for which the
                  election is effective. The election referred to in this
                  Section 3.3(b) shall be for a Base Annual Salary deferral for
                  the Plan Year, and for Commissions and/or Bonus deferrals that
                  are payable in the Plan Year for the fiscal year that ends
                  September 30 of the Plan Year.


                                       6
<Page>

         (c)      SUSPENSION OF DEFERRAL ELECTIONS. A Participant may suspend
                  his or her deferral of Base Annual Salary and/or Commissions
                  by written notice to the Committee. Such suspension election
                  shall be implemented as soon as administratively possible
                  following the election date. A Participant may suspend his or
                  her deferral of Bonus by written notice to the Committee in
                  accordance with the following procedure:

                           (i) if the Bonus is payable quarterly, the suspension
                           election must be received by the Committee prior to
                           the beginning of the calendar quarter in which the
                           Bonus is earned; and

                           (ii) if the Bonus is payable annually, the suspension
                           election must be received by the Committee at least
                           three (3) months in advance of the last day of the
                           period in which the bonus is earned.

                  Once a Participant has elected to suspend his or her deferrals
                  in any Plan Year, he or she will not be eligible to again
                  participate in the Plan until the Plan Year immediately
                  following the suspension.

3.4      WITHHOLDING OF DEFERRAL AMOUNTS. For each Plan Year, the Base Annual
         Salary portion of the Annual Deferral Amount shall be withheld each
         payroll period in equal amounts from the Participant's Base Annual
         Salary. The Commissions or Bonus portion of the Annual Deferral Amount
         shall be withheld at the time the Commissions or Bonus is or otherwise
         would be paid to the Participant.

3.5      CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
         to, the rules and procedures that are established from time to time by
         the Committee, in its sole discretion, amounts shall be credited or
         debited to a Participant's Account Balance in accordance with the
         following rules:

         (a)      ELECTION OF MEASUREMENT FUNDS. A Participant, in connection
                  with his or her initial deferral election in accordance with
                  Section 3.3(a) above, shall elect, on the Election Form, one
                  or more Measurement Funds (as described in Section 3.5(c)
                  below) to be used to determine the additional amounts to be
                  credited/debited to his or her Account Balance for the first
                  calendar month or portion thereof in which the Participant
                  commences participation in the Plan and continuing thereafter
                  for each calendar month in which the Participant participates
                  in the Plan, unless changed in accordance with the next
                  sentence. Commencing with the first month that follows the
                  Participant's commencement of participation in the Plan and
                  continuing thereafter for each subsequent calendar month in
                  which the Participant participates in the Plan, no later than
                  the next to last business day of each month, the Participant
                  may (but is not required to) elect, by submitting an Election
                  Form to the Committee or its designee, to add or delete one or
                  more Measurement Funds to be used to determine the additional
                  amounts to be credited to his or her Account Balance, or to
                  change the portion of his or her Account Balance allocated to
                  each previously or newly elected Measurement Funds. If an
                  election is made in accordance with the previous sentence, it
                  shall apply as of the first business day of the next calendar
                  month and continue thereafter for


                                       7
<Page>

                  each subsequent calendar month in which the Participant
                  participates in the Plan, unless changed in accordance with
                  the previous sentence. The Committee may restrict the transfer
                  into or out of Measurement Funds to a period no less
                  frequently than annually if necessitated by the type of such
                  Measurement Fund.

         (b)      PROPORTIONATE ALLOCATION. In making any election described in
                  Section 3.5(a) above, the Participant shall specify on the
                  Election Form, in increments of 1%, the percentage of his or
                  her Account Balance to be allocated to a Measurement Fund (as
                  if the Participant were making an investment in that
                  Measurement Funds with that portion of his or her Account
                  Balance).

         (c)      MEASUREMENT FUNDS. The Participant may elect one or more of
                  the Measurement Funds (the "Measurement Funds") identified in
                  Appendix A, attached hereto and made a part hereof, for the
                  purpose of crediting/debiting additional amounts to his or her
                  Account Balance. As necessary, the Committee may, in its sole
                  discretion, discontinue, substitute or add a Measurement Fund,
                  and such substitution will automatically be made, if any
                  changes are made to the corresponding Investment Fund in the
                  Company's 401(k) Savings Plan. Each such addition/substitution
                  will take effect as of the same time the Fund is changed in
                  the 401(k) Savings Plan. The Committee shall provide
                  Participants timely notice of such change.

         (d)      CREDITING OR DEBITING METHOD. The performance of each elected
                  Measurement Funds (either positive or negative) will be
                  determined by the Committee, in its reasonable discretion,
                  based on the performance of the Measurement Funds themselves.
                  A Participant's Account Balance shall be credited or debited
                  on a daily basis based on the performance of each Measurement
                  Funds selected by the Participant as though (i) a
                  Participant's Account Balance were invested in the Measurement
                  Funds selected by the Participant, in the percentages
                  applicable to such calendar month, as of the close of business
                  on the first business day of such calendar month, at the
                  closing price on such date; (ii) the portion of the Annual
                  Deferral Amount that was actually deferred during any calendar
                  month were invested in the Measurement Funds selected by the
                  Participant, in the percentages applicable to such calendar
                  month, no later than the close of business on the first
                  business day after the day on which such amounts are actually
                  deferred from the Participant's Base Annual Salary,
                  Commissions or Bonus through reductions in his or her payroll,
                  at the closing price on such date; and (iii) any distribution
                  made to a Participant that decreases such Participant's
                  Account Balance ceased being invested in the Measurement
                  Funds, in the percentages applicable to such calendar month,
                  no earlier than one business day prior to the distribution, at
                  the closing price on such date. The Participant's Annual
                  Matching Amount shall be credited to his or her Matching
                  Amount for purposes of this Section 3.5(d) as of the close of
                  business on the first business day after the day in which such
                  amounts are actually credited to the Participant's Matching
                  Account.


                                       8
<Page>

         (e)      NO ACTUAL INVESTMENT. Notwithstanding any other provision of
                  this Plan that may be interpreted to the contrary, the
                  Measurement Funds are to be used for measurement purposes
                  only, and a Participant's election of any such Measurement
                  Funds, the allocation to his or her Account Balance thereto,
                  the calculation of additional amounts and the crediting or
                  debiting of such amounts to a Participant's Account Balance
                  SHALL NOT be considered or construed in any manner as an
                  actual investment of his or her Account Balance in any such
                  Measurement Funds. In the event that the Company or the
                  Trustee (as that term is defined in the Trust), in its own
                  discretion, decides to invest funds in any or all of the
                  Measurement Funds, no Participant shall have any rights in or
                  to such investments themselves. Without limiting the
                  foregoing, a Participant's Account Balance shall at all times
                  be a bookkeeping entry only and shall not represent any
                  investment made on his or her behalf by the Company or the
                  Trust; the Participant shall at all times remain an unsecured
                  creditor of the Company.

         (f)      SPECIAL RULES.

                  (i)      ALLOCATION OF MEASUREMENT FUNDS FOR PARTICIPANTS
                           RECEIVING INSTALLMENT PAYMENTS. A Participant who on
                           or after January 1, 2000 receives installment
                           distributions under this Plan may add or delete one
                           or more Measurement Funds to be used to determine the
                           additional amounts to be credited to his or her
                           Account Balance, or to change the portion of his or
                           her Account Balance allocated to each previously or
                           newly elected Measurement Funds, through December 31
                           of the calendar year prior to the calendar year in
                           which full distribution of his or her Account Balance
                           occurs. Such allocation shall be made in accordance
                           with Section 3.5 (a) and (b).

                  (ii)     PARTICIPANTS AS OF JANUARY 1, 1999. Notwithstanding
                           anything in this Section 3.5 to the contrary, only a
                           Participant who was a Participant as of January 1,
                           1999 (a "Grandfathered Participant") may allocate any
                           portion of his or her Account Balance to the Enhanced
                           Moody's Rate. Except as otherwise provided in this
                           Section 3.5(f)(ii), for any calendar year, no amount
                           allocated to the Enhanced Moody's Rate may be
                           reallocated from the Enhanced Moody's Rate other than
                           as of January 1 of a calendar year. Likewise, no
                           amount may be allocated to the Enhanced Moody's Rate
                           other than as of January 1 of a calendar year. The
                           Account Balance of a Grandfathered Participant shall
                           be deemed allocated 100% to the Enhanced Moody's Rate
                           as of January 1, 1999, except that a Grandfathered
                           Participant will have an opportunity as of April 1,
                           1999 to reallocate any or all of his or her Account
                           Balance to Measurement Funds other then the Enhanced
                           Moody's Rate. The amount of a Grandfathered
                           Participant's Account Balance which is not
                           reallocated from the Enhanced Moody's Rate Fund as of
                           April 1, 1999 shall remain allocated to the Enhanced
                           Moody's Rate Fund through December 31, 1999. Any
                           amount of a Grandfathered Participant's Account
                           Balance which is reallocated from the Enhanced
                           Moody's Rate Fund on April 1, 1999 shall be


                                       9
<Page>

                           credited on March 31, 1999 with one-fourth of the
                           Enhanced Moody's Rate Fund for 1999.

                  (iii)    ENHANCED MOODYS' RATE. Notwithstanding anything in
                           this Section 3.5 to the contrary except the last
                           sentence of Section 3.5(f)(ii) above, that amount of
                           a Participant's Account Balance which is allocated to
                           the Enhanced Moody's Rate shall be credited as though
                           such amount were invested in the Moody's Rate as of
                           the close of business on the January 1 of such
                           calendar year.

3.6      FICA TAXES. For each Plan Year in which an Annual Deferral Amount is
         being withheld or an Annual Matching Amount is being credited, the
         Participant's Employer(s) shall ratably withhold from that portion of
         the Participant's Base Annual Salary or Commissions, as the case may
         be, that is not being deferred, the Participant's share of FICA and
         other employment taxes attributable to such Annual Deferral Amount or
         Annual Matching Amount. If necessary, the Committee shall reduce the
         Annual Deferral Amount in order to comply with this Section 3.6.

3.7      ANNUAL MATCHING AMOUNTS. For each Plan Year, the Committee shall
         determine and credit the Annual Matching Amount, if any, that is to be
         credited to a Participant's Account for such Plan Year. The Annual
         Matching Amount shall be determined in the following manner: First, for
         purposes of this Section 3.7, only a Participant whose Annual Deferral
         Amount has been withheld from his total compensation (the sum of Base
         Salary, Commissions and Bonus) that is not in excess of the Code
         Section 401(a)(17) limitation ("Eligible Deferral") shall be entitled
         to receive an Annual Matching Amount. Second, such Annual Matching
         Amount shall be five percent (5%) of the Participant's Eligible
         Deferral; provided, however, that if the Participant has at least ten
         (10) years of service with the Employer, the Annual Matching Amount
         shall be increased as follows:

<Table>
<Caption>
                   Years of Service                    Annual Matching Amount
                   ----------------                    ----------------------
<S>                                                    <C>
                      10-19                            6% of Eligible Deferral
                      20-24                            7% of Eligible Deferral
                      25-29                            8% of Eligible Deferral
                      30 or more                       9% of Eligible Deferral
</Table>

         Notwithstanding the foregoing, with respect to a Participant who is
         employed by an ADT business unit, the Annual Matching Amount shall be
         determined using the matching formula of the Employer's 401(k) plan in
         which he is eligible to participate.

                                    ARTICLE 4
             SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

4.1      SHORT-TERM PAYOUT. In connection with each election to defer an Annual
         Deferral Amount, a Participant may elect to receive a future
         "Short-Term Payout" from the Plan with respect to that Annual Deferral
         Amount. The Short-Term Payout shall be a lump sum payment in an amount
         that is equal to the Annual Deferral Amount plus amounts credited or
         debited in the manner provided in Section 3.5 above. Subject to the
         other terms and conditions of this Plan, each Short-Term Payout elected
         shall be paid within 60 days (or as soon as administratively


                                       10
<Page>

         possible) of the later of (i) the first day of the Plan Year that is 5
         years after the first day of the Plan Year to which the applicable
         Annual Deferral Amount election relates, or (ii) the first day of any
         Plan Year thereafter elected by the Participant on the Election Form
         electing the Annual Deferral Amount. Notwithstanding the preceding
         sentence or any other provision of this Plan that may be construed to
         the contrary, a Participant who is an active employee may, with respect
         to each Short-Term Payout, in a form determined by the Committee, make
         no more than one additional deferral election (a "Second Election") to
         defer payment of such Short-Term Payout to a Plan Year subsequent to
         the Plan Year originally elected; provided, however, any such Second
         Election will be null and void unless accepted by the Committee no
         later than six (6) months prior to the first day of the Plan Year
         originally elected by the Participant for payment of such Short-Term
         Payout.

4.2      OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
         that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
         Amount, plus amounts credited or debited thereon, that is subject to a
         Short-Term Payout election under Section 4.1 shall not be paid in
         accordance with Section 4.1 but shall be paid in accordance with the
         other applicable Article.

4.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
         If the Participant experiences an Unforeseeable Financial Emergency,
         the Participant may petition the Committee to receive a partial or full
         payout from the Plan. The Committee shall determine if the event meets
         the criteria to be an Unforeseeable Financial Emergency. If approved,
         the payout shall not exceed the lesser of the Participant's Account
         Balance or the amount reasonably needed to satisfy the Unforeseeable
         Financial Emergency. If, subject to the sole discretion of the
         Committee, the petition for a payout is approved, any payout shall be
         made within 60 days of the date of approval. The Participant will be
         eligible to again participate in the Plan effective the Plan Year
         following the Unforeseeable Financial Emergency.

4.4      WITHDRAWAL ELECTION. A Participant may elect, at any time, to withdraw
         all of his or her Account Balance less a 10% withdrawal penalty (the
         net amount shall be referred to as the "Withdrawal Amount"). No partial
         withdrawals of that balance shall be allowed. The Participant shall
         make this election by giving the Committee advance written notice of
         the election in a form determined from time to time by the Committee.
         The penalty shall be equal to 10% of the Participant's Account Balance
         determined immediately prior to the withdrawal. The Participant shall
         be paid the Withdrawal Amount within 60 days of his or her election.
         Once the withdrawal election is filed, the Participant's participation
         in the Plan shall terminate as soon as administratively possible
         following the election date, and the Participant shall not be eligible
         to participate in the Plan in the future.

                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1      RETIREMENT BENEFIT. A Participant who Retires shall receive, as a
         Retirement Benefit, his or her Account Balance.

5.2      PAYMENT OF RETIREMENT BENEFITS. A Participant, in connection with his
         or her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to an Annual Installment Method of 5, 10 or 15


                                       11
<Page>

         years. The Participant may change his or her election to an allowable
         alternative payout period by submitting a new Election Form to the
         Committee, provided that any such Election Form is submitted at least
         one year prior to the Participant's Retirement. The Election Form most
         recently accepted by the Committee shall govern the payout of the
         Retirement Benefit. If a Participant does not make any election with
         respect to the payment of the Retirement Benefit, then such benefit
         shall be payable in a lump sum. The lump sum payment shall be made, or
         installment payments shall commence, as of January 1 of the calendar
         year which is immediately subsequent to the Plan Year during which the
         Participant Retires.

5.3      DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFITS. If a Participant dies
         after Retirement but before the Retirement Benefit is paid in full, the
         Participant's unpaid Retirement Benefit payments shall continue and
         shall be paid to the Participant's Beneficiary (i) over the remaining
         number of years and in the same amounts as that benefit would have been
         paid to the Participant had the Participant survived, or (ii) in a lump
         sum, if requested by the Beneficiary and allowed in the sole discretion
         of the Committee, that is equal to the Participant's unpaid remaining
         Account Balance.

                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1      PRE-RETIREMENT SURVIVOR BENEFIT. If a Participant dies before he or she
         Retires or has otherwise received a distribution of his/her Account
         Balance, the Participant's Beneficiary shall receive a Pre-Retirement
         Survivor Benefit equal to the Participant's Account Balance.

6.2      PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFITS. The Pre-Retirement
         Survivor Benefit shall be paid in a lump sum. However, if the
         Pre-Retirement Survivor Benefit exceeds $25,000, payment may be made,
         at the sole discretion of the Committee, in Annual Installments not in
         excess of 5 years. The lump sum payment shall be made as soon as
         administratively possible after the Committee receives proof of the
         Participant's death. Installment payments shall commence, as of January
         1 of the calendar year following the Plan Year of the Participant's
         death or, if later, as soon as administratively possible after the
         Committee receives proof of the Participant's death.

                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1      TERMINATION BENEFITS. If a Participant experiences a Termination of
         Employment prior to his or her Retirement, death or Disability, the
         Participant shall receive a Termination Benefit which shall be equal to
         the Participant's Account Balance.

7.2      PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be paid
         in a lump sum. However, if his or her Account Balance is equal to or
         greater than $25,000, the Participant may petition the Committee and
         the Committee, in its sole discretion, may cause the Termination
         Benefit to be paid pursuant to an Annual Installment Method not in
         excess of 5 years. The lump sum payment shall be made, or installment
         payments shall commence, as of January 1 of the calendar year that is
         immediately subsequent to the Plan Year during which the Participant
         experiences a Termination of Employment. Actual distribution will be
         made within 60 days of January 1, or as soon as administratively
         possible thereafter.


                                       12
<Page>

                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1      DISABILITY WAIVER.

         (a)      ELIGIBILITY. By participating in the Plan, all Participants
                  are eligible for this waiver.

         (b)      WAIVER OF DEFERRAL; CREDIT FOR PLAN YEAR OF DISABILITY. A
                  Participant who is receiving short or long-term disability
                  benefits from his Employer, or is otherwise determined by the
                  Committee to be suffering from a Disability may be excused
                  from fulfilling that portion of the Annual Deferral Amount
                  commitment that would otherwise have been withheld from a
                  Participant's Base Annual Salary, Commissions and/or Bonus for
                  the Plan Year during which the Participant suffers a
                  Disability.

         (c)      RETURN TO WORK. If a Participant returns to employment with an
                  Employer after a Disability ceases, the Participant may make
                  deferrals for the Plan Year he returns to work if a Deferral
                  Election for that Plan Year had been previously made in
                  accordance with Section 3.3. The Participant may elect to
                  defer an Annual Deferral Amount f following his or her return
                  to employment and for every Plan Year thereafter while a
                  Participant in the Plan; provided such deferral elections are
                  otherwise allowed and an Election Form is delivered to and
                  accepted by the Committee for each such election in accordance
                  with Section 3.3 above.

8.2      DISABILITY BENEFIT. A Participant who is on Disability leave, but not
         terminated from employment, shall be eligible for the benefits provided
         for in Articles 4 or 6 in accordance with the provisions of those
         Articles. Upon termination of employment due to Disability (in
         accordance with the Employer's Disability policies), the Participant's
         Account Balance will be distributed to him/her in accordance with the
         provisions of Articles 5 or 7, as applicable.

                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1      BENEFICIARY. Each Participant shall have the right, at any time, to
         designate his or her Beneficiary (both primary as well as contingent)
         to receive any benefits payable under the Plan to a Beneficiary upon
         the death of a Participant. The Beneficiary designated under this Plan
         may be the same as or different from the Beneficiary designation under
         any other plan of an Employer in which the Participant participates.

9.2      BENEFICIARY DESIGNATION; CHANGE. A Participant shall designate his or
         her Beneficiary by completing and signing the Beneficiary Designation
         Form, and returning it to the Committee or its designated agent. A
         Participant shall have the right to change a Beneficiary by completing,
         signing and otherwise complying with the terms of the Beneficiary
         Designation Form and the Committee's rules and procedures, as in effect
         from time to time. Upon the acceptance by the Committee of a new
         Beneficiary Designation Form, all Beneficiary designations previously
         filed shall be cancelled. The Committee shall be entitled to rely on


                                       13
<Page>

         the last Beneficiary Designation Form filed by the Participant and
         accepted by the Committee prior to his or her death.

9.3      ACKNOWLEDGMENT. No designation or change in designation of a
         Beneficiary shall be effective until received and accepted by the
         Committee or its designated agent.

9.4      NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or if all
         designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's spouse shall be the designated Beneficiary. If the
         Participant has no surviving spouse, the benefits remaining under the
         Plan to be paid to a Beneficiary shall be payable to the executor or
         personal representative of the Participant's estate.

9.5      DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

9.6      DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge all Employers and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take a paid leave of absence
         from the employment of the Employer, the Participant shall continue to
         be considered employed by the Employer and the Annual Deferral Amount
         shall continue to be withheld during such paid leave of absence in
         accordance with Section 3.3.

10.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take an unpaid leave of
         absence from the employment of the Employer, the Participant shall
         continue to be considered employed by the Employer and the Participant
         shall be excused from making deferrals of Base Annual Salary,
         Commissions, Bonus until the earlier of the date the leave of absence
         expires or the Participant returns to a paid employment status. Upon
         such expiration or return, deferrals of Base Annual Salary,
         Commissions, Bonus shall resume for the remaining portion of the Plan
         Year in which the expiration or return occurs, based on the deferral
         elections, if any, made for that Plan Year. If no election was made for
         that Plan Year, no deferrals shall be withheld.

                                   ARTICLE 11
        TERMINATION OF PLAN/CHANGE IN CONTROL, AMENDMENT OR MODIFICATION

11.1     TERMINATION OF PLAN/CHANGE IN CONTROL. The Company, through its Board
         or the Committee, reserves the right to terminate the Plan at any time
         with respect to all Participants. Upon the termination of the Plan, all
         Plan Agreements shall terminate and a Participant's Account Balance
         shall be paid out in accordance with the benefits that the


                                       14
<Page>

         Participant would have received if the Participant had experienced a
         Termination of Employment on the date of Plan termination. Prior to a
         Change in Control, an Employer shall have the right, at its sole
         discretion, and notwithstanding any elections made by the Participant,
         to pay such benefits in a lump sum or pursuant to an Annual Installment
         Method not to exceed 15 years, with amounts credited and debited during
         the installment period as provided in Section 3.5(d). After a Change in
         Control, the Employer shall be required to pay such benefits in a lump
         sum. The termination of the Plan shall not adversely affect any
         Participant or Beneficiary who has become entitled to the payment of
         any benefits under the Plan as of the date of termination; provided,
         however, that the Employer shall have the right to accelerate
         installment payments by paying the remaining Account Balance in a lump
         sum or pursuant to a different payment schedule.

11.2     AMENDMENT. The Company, at any time and through its Board or the
         Committee, may amend or modify the Plan in whole or in part; provided,
         however, that no amendment or modification shall be effective to
         decrease the value of a Participant's Account Balance in existence at
         the time the amendment or modification is made, calculated as if the
         Participant had experienced a Termination of Employment as of the
         effective date of the amendment or modification. The amendment or
         modification of the Plan shall not affect any Participant or
         Beneficiary who has become entitled to the payment of benefits under
         the Plan as of the date of the amendment or modification; provided
         however, that the Company or the Committee, as the case may be, shall
         have the right to accelerate installment payments by paying the
         remaining Account Balance in a lump sum or pursuant to a different
         payment schedule.

11.3     EFFECT OF PAYMENT. The full payment of the Participant's Account
         Balance under Articles 4, 5, 6, 7 and/or 8 of the Plan shall completely
         discharge all obligations to a Participant under this Plan and the
         Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 ADMINISTRATION

12.1     COMMITTEE DUTIES. This Plan shall be administered by the Tyco
         Retirement Committee as established from time to time by the Board of
         the Company. Members of the Committee may be Participants under this
         Plan. The Committee shall also have the discretion and authority to
         make, amend, interpret, and enforce all appropriate rules and
         regulations for the administration of this Plan and decide or resolve
         any and all questions including interpretations of this Plan, as may
         arise in connection with the Plan.

12.2     AGENTS. In the administration of this Plan, the Committee may, from
         time to time, employ agents and delegate to them such administrative
         duties as it sees fit and may from time to time consult with counsel
         who may be counsel to any Employer.

12.3     BINDING EFFECT OF DECISIONS. The decision or action of the Committee
         with respect to any question arising out of or in connection with the
         administration, interpretation and application of the Plan and the
         rules and regulations promulgated hereunder shall be final and
         conclusive and binding upon all persons having any interest in the
         Plan.

12.4     INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
         the members of the Committee or its employee delegates against any and
         all claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to this Plan,


                                       15
<Page>

         except in the case of willful misconduct by the Committee or any of its
         members or delegates.

12.5     EMPLOYER INFORMATION. To enable the Committee to perform its functions,
         each Employer shall supply full and timely information to the Committee
         on all matters relating to the compensation of its Participants, the
         date and circumstances of the Retirement, Disability, death or
         Termination of Employment of its Participants, and such other pertinent
         information as the Committee may reasonably require.

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1     COORDINATION WITH OTHER BENEFITS. The benefits provided for a
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Participant's Employer. The
         Plan shall supplement and shall not supersede, modify or amend any
         other such plan or program except as may otherwise be expressly
         provided.

                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. If such a claim relates to the contents of a
         notice received by the Claimant, the claim must be made within 60 days
         after such notice was received by the Claimant. All other claims must
         be made within 180 days of the date on which the event that caused the
         claim to arise occurred. The claim must state with particularity the
         determination desired by the Claimant.

14.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within a reasonable time, and shall notify the Claimant in
         writing:

         (a)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

         (b)      that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:

                  (i)      the specific reason(s) for the denial of the claim,
                           or any part of it;

                  (ii)     specific reference(s) to pertinent provision of the
                           Plan upon which such denial was based;

                  (iii)    a description of any additional material or
                           information necessary for the Claimant to perfect the
                           claim, and an explanation of why such material or
                           information is necessary; and


                                       16
<Page>

                  (iv)     an explanation of the claim review procedure set
                           forth in Section 14.3 below.

14.3     REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
         the Committee that a claim has been denied, in whole or in part, a
         Claimant (or the Claimant's duly authorized representative) may file
         with the Committee a written request for a review of the denial of the
         claim. Thereafter, but not later than 30 days after the review
         procedure began, the Claimant (or the Claimant's duly authorized
         representative):

         (a)      may review pertinent documents;

         (b)      may submit written comments or other documents; and/or

         (c)      may request a hearing, which the Committee, in its sole
                  discretion, may grant.

14.4     DECISION ON REVIEW. The Committee shall render its decision on review
         promptly, and not later than 60 days after the filing of a written
         request for review of the denial, unless a hearing is held or other
         special circumstances require additional time, in which case the
         Committee's decision must be rendered within 120 days after such date.
         Such decision must be written in a manner calculated to be understood
         by the Claimant, and it must contain:

         (a)      specific reasons for the decision;

         (b)      specific reference(s) to the pertinent Plan provisions upon
                  which the decision was based; and

         (c)      such other matters as the Committee deems relevant.

14.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 14 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.

                                   ARTICLE 15
                                      TRUST

15.1     ESTABLISHMENT OF TRUST. The Company shall establish the Trust, and the
         Employers may transfer over to the Trust such assets as the Committee
         determines, in its sole discretion, are necessary to provide for the
         Employers' liabilities created with respect to the Annual Deferral
         Amounts and Annual Matching Amounts for such Employer's Participants
         for that year. The Trustees of the Trust shall be selected by the
         Committee from time to time.

15.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Participant and the creditors of the
         Employers to the assets transferred to the Trust. The Employers shall
         at all times remain liable to carry out their obligations under the
         Plan. The Employers' obligations under the Plan may be satisfied with
         Trust assets distributed pursuant to the terms of the Trust.


                                       17
<Page>

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interest or claims in any property or assets of an Employer. Any and
         all of an Employer's assets shall be, and remain, the general,
         unpledged unrestricted assets of the Employer. An Employer's obligation
         under the Plan shall be merely that of an unfunded and unsecured
         promise to pay money in the future.

16.2     EMPLOYER'S LIABILITY. An Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. An Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

16.3     NONASSIGNABILITY. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate or convey in
         advance of actual receipt, the amounts, if any, payable hereunder, or
         any part thereof, which are, and all rights to which are expressly
         declared to be unassignable and non-transferable. No part of the
         amounts payable shall, prior to actual payment, be subject to seizure
         or sequestration for the payment of any debts, judgments, alimony or
         separate maintenance owed by a Participant or any other person, nor be
         transferable by operation of law in the event of a Participant's or any
         other person's bankruptcy or insolvency.

16.4     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment relationship that can be terminated at any
         time for any reason, with or without cause, unless expressly provided
         in a written employment agreement. Nothing in this Plan shall be deemed
         to give a Participant the right to be retained in the service of any
         Employer, or to interfere with the right of any Employer to discipline
         or discharge the Participant at any time.

16.5     FURNISHING INFORMATION. A Participant or his or her Beneficiary will
         cooperate with the Committee by furnishing any and all information
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to taking
         such physical examinations as the Committee may deem necessary.

16.6     TERMS. Whenever any words are used herein in the singular or in the
         plural, they shall be construed as though they were used in the plural
         or the singular, as the case may be, in all cases where they would so
         apply.

16.7     CAPTIONS. The captions of the articles, sections and paragraphs of this
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

16.8     GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
         construed and interpreted according to the laws of the State of New
         Hampshire.


                                       18
<Page>

16.9     NOTICE. Any notice or filing required or permitted to be given to the
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to:

                             Tyco Retirement Committee
                             c/o Human Resources - Executive Compensation
                             One Town Center Road
                             Boca Raton, Florida 33486-1010

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification. Any notice or filing
         required or permitted to be given to a Participant under this Plan
         shall be sufficient if in writing and hand-delivered, or sent by mail,
         to the last known address of the Participant.

16.10    SUCCESSORS. The provisions of this Plan shall bind and inure to the
         benefit of the Participant's Employer and its successors and assigns
         and the Participant, the Participant's Beneficiaries, and their
         permitted successors and assigns.

16.11    DISTRIBUTION IN THE EVENT OF TAXATION.

         (a)      GENERAL. If, for any reason, all or any portion of a
                  Participant's benefit under this Plan becomes taxable to the
                  Participant prior to receipt, a Participant may petition the
                  Committee for a distribution of that portion of his or her
                  benefit that has become taxable. Upon the grant of such a
                  petition, which grant shall not be unreasonably withheld, a
                  Participant's Employer shall distribute to the Participant
                  immediately available funds in an amount equal to the taxable
                  portion of his or her benefit (which amount shall not exceed a
                  Participant's unpaid Account Balance under the Plan). If the
                  petition is granted, the tax liability distribution shall be
                  made within 90 days of the date when the Participant's
                  petition is granted. Such a distribution shall affect and
                  reduce the benefits to be paid under this Plan.

         (b)      TRUST. If the Trust terminates in accordance with Section
                  3.6(e) of the Trust and benefits are distributed from the
                  Trust to a Participant in accordance with that Section, the
                  Participant's benefits under this Plan shall be reduced to the
                  extent of such distributions.

16.12    VALIDITY. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

16.13    INCOMPETENT. If the Committee determines in its discretion that a
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetency, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant


                                       19
<Page>

         and the Participant's Beneficiary, as the case may be, and shall be a
         complete discharge of any liability under the Plan for such payment
         amount.

16.14    COURT ORDER. The Committee is authorized to make any payments directed
         by court order in any action in which the Plan or the Committee has
         been named as a party.



                                       20
<Page>

                                   APPENDIX A

                                MEASUREMENT FUNDS
                        (CURRENT AS OF SEPTEMBER 1, 2002)

         (1)      Interest Income Fund;

         (2)      Bond Fund of America;

         (3)      Fidelity Puritan(R) Fund;

         (4)      Neuberger Berman Guardian Fund - Trust Class;

         (5)      U.S. Equity Index Commingled Pool;

         (6)      Vanguard Windsor II Fund - Admiral Shares;

         (7)      Fidelity Growth Company Fund;

         (8)      Franklin Small Cap Growth Fund - Class A;

         (9)      PIMCO Capital Appreciation Fund;

         (10)     Templeton Foreign Fund A;

         (11)     Janus Worldwide Fund A; and

         (12)     Enhanced Moody's Rate Fund (as defined in Section 1.21).

NOTES:
The Enhanced Moody's Rate Fund is closed to Participants who join the Plan after
January 1, 1999.

Funds (1) - (11) correspond to investment funds under the Company's 401(k)
Savings Plans. Any change to the 401(k) Plan investment fund will automatically
result in a corresponding charge to these Measurement Funds.




                                       21

</TEXT>
</DOCUMENT>
