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FOR IMMEDIATE RELEASE

             TYCO INTERNATIONAL TO HOLD SPECIAL SHAREHOLDER MEETING

    Pembroke, Bermuda--July 19, 2002--Tyco International Ltd. (NYSE:TYC,
LSE:TYI, BSX:TYC), announced today that the Company has notified the New York
Stock Exchange that it plans to hold a Special Shareholder Meeting on
September 5, 2002. The Company will ask shareholders to vote to increase the
maximum size of its Board of Directors from 11 to 15 directors and to allow the
Board to fill the new directorships. The Board anticipates that one of these
positions will be filled by the new Chief Executive Officer when that person is
identified, and the remaining positions will be filled by independent directors.
A preliminary proxy statement detailing the proposal to be considered is
expected to be filed with the Securities and Exchange Commission ("SEC") by
Tuesday, July 23, 2002.

    TYCO URGES INVESTORS TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Investors will be able to obtain the proxy statement free
of charge at the SEC's website www.sec.gov, or by contacting Tyco at the numbers
below. The directors and executive officers of Tyco may be deemed to be
participants in the solicitation of proxies. The direct or indirect interests of
such participants, by security holdings or otherwise, will be included in the
proxy statement to be filed with the SEC. TYCO INVESTORS SHOULD READ THE PROXY
STATEMENT TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING
THE INCREASE IN THE MAXIMUM SIZE OF THE BOARD OF DIRECTORS.

ABOUT TYCO INTERNATIONAL LTD.

    Tyco International Ltd. is a diversified manufacturing and service company.
Tyco is the world's largest manufacturer and servicer of electrical and
electronic components; the world's largest designer, manufacturer, installer and
servicer of undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems and electronic
security services; and the world's largest manufacturer of specialty valves.
Tyco also holds strong leadership positions in disposable medical products,
plastics and adhesives. Tyco operates in more than 100 countries and had fiscal
2001 revenues in excess of $36 billion.

FORWARD-LOOKING STATEMENTS

    This release and/or the proxy statement referred to in this release may
contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations and are subject to risks, uncertainty and
changes in circumstances. Actual results may vary materially from the
expectations contained in the forward-looking statements. All statements
contained in this release or the proxy statement that are not clearly historical
in nature are forward-looking, and the words "anticipate," "believe," "expect,"
"estimate," "plan" and similar expressions are generally intended to identify
forward-looking statements. The following factors, among others, could cause
actual results to differ materially from those described in the forward-looking
statements: economic, business, competitive and regulatory factors affecting
Tyco's businesses; and other factors described in Tyco's Annual Report on
Form 10-K for the year ended September 30, 2001 and in Tyco's Quarterly Report
on Form 10-Q, as amended, for the quarter ended March 31, 2002.

CONTACT:  Gary Holmes
           212-424-1314 or
           212-424-1307

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