Loan Forgiveness Agreement - TME Management Corp. and L. Dennis Kozlowski

[LETTERHEAD OF TYCO]                                               [ILLEGIBLE]September 26, 2000L. Dennis KozlowskiOne Town CenterBoca Raton, Fl 33486Dear Dennis:We are pleased to inform you that TME Management Corp. (the "Company"), haselected to forgive an amount equal to $19,439,392.00 (the "Forgiven Amount")from the Mortgage Note due from you to the Company (the "Mortgage Note"), whichMortgage Note relates to your relocation to the Boca Raton, Florida office.Accordingly, subject to the provisions of this letter agreement (this"Agreement"), you will have no obligation to repay the Forgiven Amount. Theforgiveness of a portion of the Mortgage Note will be considered income to you.Therefore, the Company has agreed to provide a "gross-up" in the amount of$13,536,675.85 for taxes relating to this benefit. The remaining outstandingprincipal on the Mortgage Note will be due and payable according to the termsand conditions of the original Loan Agreement between you and the Company.The Company has agreed to forgive the Forgiven Amount on the condition that youmaintain in strict confidence the fact that this amount has been forgiven andthe other terms and conditions of this Agreement. In consideration for theCompany's forgiving the Forgiven Amount, you hereby agree that the terms of thisAgreement are confidential and shall not be disclosed to anyone other than yourfinancial, tax or legal advisors. If you do not keep the terms of this Agreementconfidential, you agree that the Company may, at its option, and in addition toany other remedies the Company may have, rescind this Agreement and requirepayment on the Forgiven Amount within ninety days.You acknowledge and agree that the Company would not have an adequate remedy atlaw and would be irreparably harmed in the event that any of the provisions ofthe Agreement are not performed in accordance with their terms or are otherwisebreached. It is, therefore, agreed that the Company shall be entitled toequitable relief, including injunction and specific performance, in the event ofany breach of the provisions of this Agreement, in addition to all otherremedies available to the Company at law or in equity. Additionally, the Companyshall not be required to post bond, any requirement of bond being specificallywaived by you.This Agreement shall be governed by and construed in accordance with the laws ofthe Commonwealth of Massachusetts, without regard to its choice of law rules.Very truly yours,TME MANAGEMENT CORP.By: /s/ [ILLEGIBLE]    ---------------------------Its:  Vice PresidentAgreed and Accepted this 29th dayof September, 2000/s/ L. Dennis Kozlowski- -------------------------------L. DENNIS KOZLOWSKI

[LETTERHEAD OF TYCO]                                                   TYCO INTERNATIONAL (US) INC.                                                   PO BOX 5035                                                   BOCA PATON, FL 33431-0835                                                   WRITER'S DIRECT: 561-988-3683                                                   WRITER'S FAX:    561-988-3639          INTEROFFICE MEMORANDUM          [ILLEGIBLE]DATE      September 29, 2000TO        FilesFROM      Mark SwartzSUBJECT   Special TyCom related bonuses          On July 27, 2000, Tyco successfully completed the TyCom IPO. The sale          of 14% of TyCom generated a one-time gain of approximately $1.760          billion on the books of Tyco. We have decided to award special bonuses          to various Tyco employees for their efforts over the past few years in          enhancing the value of TyCom, and thereby contributing to this gain.          Selected employees will receive their bonus in the form of Cash,          forgiveness of relocation loans, and/or Tyco Common shares under          Tyco's restricted stock program.          These bonus payments are NOT in lieu of a normal yearend bonus, rather          the amounts represent an incremental payment to reward selected          employees for the successful TyCom IPO and the generation of a $1.760          billion gain.          Cc: LD Kozlowski              P Prue