New York City Corporate Headquarters Relocation Program - Tyco International Ltd.

                             TYCO INTERNATIONAL LTD.                               RELOCATION PROGRAM                 NEW YORK CITY CORPORATE HEADQUARTERS RELOCATIONOBJECTIVE: The program, as adopted by the Compensation Committee of the Board ofDirectors on August 1, 1995, is to cover the transfer of applicable employees tothe New York City area as part of the relocation of the Company's CorporateHeadquarters to New York City. The program is intended not to discriminate inscope, terms or operation in favor of executive officers or directors of theCompany and is to be available generally to all applicable salaried employees,in a form as contemplated by SEC Regulation S-K Instruction (7) (ii) of Item 402(a)3. (For purposes of this memorandum, any reference to the term "property" or"residence" shall mean up to two properties or residences).HOUSING COSTS - PURCHASESELLING EXISTING PROPERTYThe Company will assist the employee in selling their existing property byeither purchasing it at fair market value or reimbursing the employee for theirdirect costs of sale (including such items as real estate commissions andclosing costs).If the employee requests that the Company purchase their existing property, theCompany will contract to have the employee's property appraised. The Companyshall have the property appraised by a licensed, certified general appraiser. Atthe employee's option, an additional appraisal firm may be contracted by theemployee to provide another appraisal. The market value of the property for allpurposes shall be the average of the values determined by such two appraisals,provided that if one of such values is more than 110% of the other, then theCompany and the employee shall jointly choose a third appraiser who shall makean independent determination of the market value of the property, which valueshall be conclusive and binding upon the Company and employee for all purposeshereunder. The Company and employee shall each bear all fees and expenses oftheir respective appraisers and shall share equally the fees and expenses of thethird appraiser, if any. If the property has been held three years or less, thefair market value may be determined by reference to the employee's cost of theproperty plus capital improvements.The employee shall provide to the Company a signed statement of their cost inthe property, including capital improvements, along with supportingdocumentation.                                     99.8-73Upon notice from the employee, the Company will purchase said property and fileall applicable legal documents pertaining to such sale, including, but notlimited to a new mortgage. At such time, the Company will become responsible forinsurance, maintenance and care of the property. The Company will bear the costof and coordinate the process of listing the property for sale.If requested, the Company will advance an interest free bridge loan to theemployee to facilitate the purchase of a new principal residence. In any event,the bridge loan shall not exceed the value of the employee's equity in theirexisting property and such loan shall be repaid to the Company within fifteendays after the date of the closing of the sale of the former principalresidence.The employee shall have two years from the date they are notified by the Companythat relocation is required as a condition of employment to inform the Companythat they intend to avail themselves of this program to sell their existingproperty. The employee must make an irrevocable election at this time as towhether the Company will purchase the property or the employee intends to sellthe property themselves. In order to participate in the program, the employeemust be employed by the Company both at time of election and at the time theCompany purchases the property.PURCHASE OF NEW PROPERTYThe Company and the employee shall enter into a separate loan agreement coveringthe purchase of a new property. A summary of the loan agreement follows:The employee is required to provide at least 10% of the initial purchase priceof the new property. The remaining 90% financing shall be interest free andshall be provided by the Company up to a maximum of five times the employee'sfiscal 1995 bonus and the annualized salary based on the amount earned in themonth the employee commences working in the New York City headquarters (the"Cap"). The Company will also loan up to 90% of the cost of capital improvementsto the residence for items expended within two years of the purchase date (butat no time will the Company's total loan exceed the Cap).The employee is responsible for payment of all real estate taxes, assessments,maintenance and insurance for the property.The agreement provides for the repayment of the Company's loan by the employeethrough annual payments over a specified period of time in accordance with aformula based on a percentage of salary, such amount to be reduced by propertytaxes and insurance paid in respect of the residence, and in addition, repaymentbased on proceeds, under certain circumstances, from the sale of Company stockby the employee.                                     99.8-74Upon termination of the agreement, the Company will be required to purchase theemployee's residence at the employee's request, based on fair market value. TheCompany and employee share in any changes in market value of residence.Alternatively, the employee can repay in full the Company's loan relative to theproperty at any time. Any loan for property will have interest imputed unlessfor such property the employee meets the requirements under IRC regulation1.7872-5T(c)(1)(i).FINANCING OF EMPLOYEE DOWNPAYMENTThe Company will make available, when requested by the employee, financing toassist the employee in making their 10% downpayment in purchasing the newresidence. The loan will be evidenced by an unsecured promissory note for aperiod not to exceed fifteen years, bearing interest at the long term annualapplicable federal rate under Internal Revenue Code Section 1274(d), to beadjusted annually. The interest will be due and payable annually, but not laterthan January 15th of the year following the calculation period. At theemployee's option, principal pre-payment can be made at any time.HOUSING COSTS - LEASE/RENTALTEMPORARY RENTALWhile making the transition under this relocation program, the employee may,through assistance from the Company, utilize rental property in the New YorkCity area for living quarters. The employee most pre-approve their choice andthe cost of rental property with the Company. The Company will reimburse theemployee for rent, utilities and other sundry costs of this arrangement for aperiod not to exceed 24 months. This arrangement presumes the employee is stillmaintaining their primary residence in the vicinity of Tyco's Exeterheadquarters. These expenses will be treated as compensation to the employee,subject to withholding taxes and reported as such on their Form W-2 for theapplicable period. A tax gross-up will be provided by the Company.RENTAL FOR FAMILY HOUSINGIn order to assist the employee when relocating their family, the program willreimburse rental expense in an amount (a) of 100% if the employee is stillmaintaining a primary residence in the vicinity of Tyco's Exeter headquarters or(b) of 75% if employee is no longer maintaining their primary residence in theExeter area. The employee must pre-approve their choice and the cost of rentalproperty with the Company. This aspect of the program will be available for a24-month period after the family has moved to the New York City area. At the endof that period, a new property will be purchased or the employee will startbearing the full cost of the rental. These expenses will be treated ascompensation to the employee, subject to withholding                                     99.8-75taxes and reported as such on their Form W-2 for the applicable period. A taxgross-up will be provided by the Company.SALARY ADJUSTMENTA one time salary increase will be provided in the amount of 7% of the fiscal1995 bonus and the annualized salary based on the amount earned in the month theemployee commences working in the New York City Headquarters to assist inoffsetting significantly higher cost of living and state and local income taxesassociated with living in the New York City area. The increase will be effectivein the month in which the employee commences working in the Tyco New York CityHeadquarters. The increase will be taxable to the employee as additionalcompensation in the appropriate period, and tax gross-up on such earnings willnot be provided by the Company.OTHER REIMBURSEMENTSHOUSE HUNTING EXPENSESThe employee will be reimbursed for transportation, reasonable lodging, and mealexpenses in connection with travel to the new location for the purposes oflocating a new home.MOVING COSTSThe employee will be reimbursed for transportation of household goods andpersonal effects through use of selected moving companies as coordinated withthe Company. Additionally, the employee will be reimbursed for all reasonabletravel expenses incurred in getting the employee and their family to the newlocation.HOUSE CLOSING EXPENSESReimbursement will be provided for the employee's normal closing costs andrelated expenses in connection with the purchase of a new home. Costs includesuch items as title search, attorneys' fees for preparation of purchaseagreement and/or the deed, surveys, inspections, appraisal fees, state and localtransfer tax, settlement fees, etc. Employee taxes (federal, state & local)incurred on this allowance will be reimbursed.SELLING-IN ALLOWANCEIn recognition that there are usually many incidental expenses that may beincurred in relocating and settling in a new home which are not specificallyreimbursable under this relocation program, a settling-in allowance will begranted. Such allowance will be an amount equal to two months salary of theemployee based on their annual rate as of                                     99.8-76December 1995. Employee taxes (federal, State, and local) incurred on thisallowance will be reimbursed.EDUCATIONAL EXPENSESReimbursement will be provided for schooling costs for employee's children forgrades kindergarden through 12. A tax gross-up will be provided by the Company.TAX LAW CHANGESThe employee will be protected from any adverse federal tax law changes that mayoccur subsequent to implementation of this program.September 1995